2009-02-19 13:40:33 CET
2009-02-19 13:41:34 CET
REGULATED INFORMATION
Cencorp - Company Announcement
Savcor Group Ltd will make a public tender offer to acquire all shares and option rights in Cencorp Plc.
CENCORP PLC STOCK EXCHANGE RELEASE 19 FEBRUARY 2009 Savcor Group Ltd will make a public tender offer to acquire all shares and option rights in Cencorp Plc. Cencorp Plc has received information on a stock exchange release by Savcor Group Ltd (in Finnish: Savcor Group Oy) in accordance with appendix 1 according to which Savcor Group Ltd will make a voluntary public tender offer to acquire all shares and option rights in Cencorp Plc. The offer period will commence as soon as possible after the Financial Supervision Authority has approved the tender offer document, tentatively on 27 February 2009 and will last approximately three weeks. In the tender offer Savcor Group Ltd will pay cash consideration of EUR 0.08 for each share in Cencorp Plc and EUR 0.01 for each 2006 A, 2006 B and 2007 A option right. The stock option plan 2006 is divided into A-, B- and C-series. 2006 C option rights have not been distributed and they are all in the ownership of a subsidiary of Cencorp Plc. Cencorp Plc has undertaken not to distribute any 2006 C option right before 1 May 2009 and hence the tender offer shall not apply to 2006 C option rights. The tender offer is related to the conditional financing arrangement and the corporate transaction concerning Cencorp published by a stock exchange releases dated 28 November 2008, 1 December 2008 and 3 February 2009. The board of directors of Cencorp Plc will assess the matter and will later on express its opinion on the offer according to the Securities Markets Act. CENCORP PLC BOARD OF DIRECTORS Additional information: Hannu Timmerbacka Managing Director Cencorp Plc Telephone: +358 (0)400 620845 Email: hannu.timmerbacka@cencorp.com APPENDIX: Savcor Group Ltd's stock exchange release 19 February 2009 DISTRIBUTION Helsinki Stock Exchange Main Media SAVCOR GROUP LTD STOCK EXCHANGE RELEASE 19 FEBRUARY 2009 SAVCOR GROUP LTD MAKES A PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN CENCORP PLC Not for release, publication or distribution in Australia, South Africa, Hong Kong, Japan, Canada, New Zealand and the United States. The tender offer is not being made, directly or indirectly, in any jurisdiction where prohibited by applicable law, and this release may not be distributed, forwarded or delivered by any means, including without limitations by mail, telefax, email or any other means, into or from any jurisdictions where prohibited by applicable law. BACKGROUND FOR THE TENDER OFFER Cencorp Plc (“Cencorp”) and Savcor Group Ltd (“Savcor”) have by a stock exchange releases dated 28 November 2008, 1 December 2008 and 3 February 2009 published an agreement entered into between Cencorp, Savcor and Sampo Bank Plc (“Sampo Bank”) on 28 November 2008, by which the above mentioned parties have agreed on conditional financing arrangement (“Conditional Financing Arrangement”) concerning Cencorp. In addition, relating to the above mentioned Conditional Financing Arrangement, it has been informed with stock exchange releases dated 28 November 2008, 1 December 2008 and 3 February 2009 about an agreement entered into between Savcor, Markku Jokela and FT Capital Ltd being controlled by him (hereinafter “Jokela”) dated 28 November 2008 (as amended on 3 February 2009) by which they have agreed on a plan to propose a corporate transaction to Cencorp, according to which Cencorp would acquire the entire share capital of Savcor Alfa Ltd which is owned indirectly by Savcor. Cencorp and Savcor Face Group Ltd have signed on 3 February 2009 a conditional share purchase agreement regarding the sale and purchase of the entire share capital of Savcor Alfa Ltd. In addition, Savcor and Sampo Bank have agreed in an agreement signed on 28 November 2008 on certain sub-arrangements relating to the Conditional Financing Arrangement as well as the Tender Offer described below. In connection with the above mentioned corporate transaction Cencorp and Photonium Ltd have signed on 3 February 2009 a conditional co-operation agreement according to which Photonium Ltd would offer, among others, R&D and possibly manufacturing services of process automation equipment to Cencorp (”Co-operation Agreement”). The entry into force of the Co-operation Agreement is conditional upon the above mentioned share purchase agreement regarding Savcor Alfa Ltd entering into force. The term “Transaction” refers hereinafter in this stock exchange release to arrangement whereby Cencorp would acquire the entire share capital of Savcor Alfa Ltd which is owned indirectly by Savcor and the conditional Co-operation Agreement between Cencorp and Photonium would enter into force. In connection with the contemplated Transaction it has been agreed that, among others, Savcor makes a voluntary public tender offer for all the shares and option rights in Cencorp. Savcor has today decided to make the said tender offer (“Tender Offer”). The entry into force of the contemplated Transaction is conditional upon Savcor deciding on the completion of the Tender Offer in accordance with the terms and conditions of the Tender Offer. Savcor informed with a stock exchange release dated on 28 November 2008 about its intention to make the Tender Offer referred to herein. OBJECTIVES OF TENDER OFFER The Tender Offer is related to the contemplated Transaction which will enter into force in connection with the completion of the Tender Offer. The purpose of the Transaction is to make Cencorp an even more significant company specialised in automation solutions for the electronics industry and capable of offering more versatile and more effective automation solutions by way of combining laser know-how of Savcor Alfa Ltd and automation know-how brought into the company by Photonium Ltd based on the Co-operation Agreement in order to supplement Cencorp's product and service supply to the current and future customers. TERMS AND CONDITIONS OF THE TENDER OFFER The Tender Offer applies to all of the issued and outstanding shares and option rights in Cencorp that are not owned by Cencorp or its group companies and not already owned by Savcor or its group companies. On the date of this stock exchange release the share capital of Cencorp is EUR 3,425,059.10 and the total amount of issued shares is 64,873,722. Savcor currently owns 15,311,213 Cencorp's shares which represent approximately 23.6 per cent of the shares and votes in Cencorp. The price offered in the Tender Offer will be EUR 0.08 per share in cash. The cash consideration of the shares equals the highest price per share paid by Savcor or another entity related to it as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act within the past six months. The offer price is approximately 20.0 per cent lower compared to the closing price of the Cencorp shares on NASDAQ OMX Helsinki Ltd. (“NASDAQ OMX Helsinki”) on 27 November 2008, which was the last trading day preceding Savcor's announcement of the intention to make the Tender Offer, and approximately 28.6 per cent lower compared to the volume-weighted average trading price of the Cencorp shares on NASDAQ OMX Helsinki during the last 3 months and approximately 58.6 per cent lower compared to the volume-weighted average trading price during the last 6 months. In addition, Savcor offers to acquire all of the 2006 A and B and 2007 A option rights issued by Cencorp and distributed to holders for a price of EUR 0,01 in cash for each option right. The stock option plan 2006 is divided into A-, B- and C-series. 2006 C option rights have not been distributed and they are all in the ownership of a subsidiary of Cencorp. Cencorp has undertaken not to distribute any 2006 C option right before 1 May 2009 and hence the Tender Offer shall not apply to 2006 C option rights. The offer period will commence as soon as possible after the Financial Supervision Authority has approved the Tender Offer document, tentatively on 27 February 2008. The offer period will last approximately three weeks unless the offer period is extended in accordance with the terms and conditions of the Tender Offer. The Tender Offer document and the terms and conditions of the Tender Offer will be published before the offer period begins. The completion of the Tender Offer will be subject to the following conditions: 1) Above, in the section ”The backround of the Tender Offer”, mentioned agreement between Savcor and Jokela, agreement between Savcor and Sampo Bank and the Co-operation Agreement between Cencorp and Photonium Ltd are in force and they have not been terminated or cancelled; 2) Sampo Bank has accepted the Tender Offer for all the shares of Cencorp owned by it and, in addition, committed to subscribe shares directed to it by Cencorp in the Cencorp's directed share issue decided on 19 February 2009 and to sell on credit the shares subscribed in the aforementioned share issue to Savcor immediately after the completion of the Tender Offer; 3) The preconditions of entry into force of the share purchase agreement entered into between Cencorp and Savcor Face Group Ltd on 3 February 2009 regarding the acquisition of Savcor Alfa Ltd have been fulfilled; 4) Savcor will own immediately after the completion of the Tender Offer, and taking also into account the shares referred to above in subsection 2), at least 55 per cent of all the shares and votes in Cencorp on a fully diluted basis; 5) A competent court of law or other authority has not issued a legally valid judgment, decision or order preventing the consummation of the Tender Offer nor is there any pending trial or other official procedure leading to such judgment, decision or order based on Savcor's reasonable assessment; and 6) No event, circumstance or change has come to the knowledge of Savcor resulting in or constituting, or that can reasonably be expected to result in or constitute, a Material Adverse Change (as defined in the terms and conditions of the Tender Offer) Savcor reserves the right to complete the Tender Offer even if the conditions for the completion of the Tender Offer would not be fulfilled. The Tender Offer will be financed through Savcor's cash reserves. Therefore, the financing of the Tender Offer is not subject to conditions or terms which could effect the consummation of the Tender Offer COMMITMENTS RELATING TO TENDER OFFER As part of the Conditional Financing Arrangement described above in the section ”Backround for the Tender Offer” Sampo Bank has committed to accept the Tender Offer for all the shares owned by it. Sampo Bank owns total of 10,908,847 shares in Cencorp, which represent 16.8 per cent of the shares and votes in Cencorp. In addition to the aforesaid, Sampo Bank has given to Savcor and Cencorp a commitment, according to which Sampo Bank will subscribe a total number of 44,594,041 new shares directed to it by Cencorp in the Cencorp's share issue decided on 19 February 2009 and to sell on credit the shares so subscribed to Savcor at price of EUR 0.08 per share immediately after the completion of the Tender Offer. The fulfilment of the above commitments is conditional upon the realization of certain conditions. Jokela has committed not to accept the Tender Offer for the Cencorp shares own by him. ADVISORS Ernst & Young Ltd acts as Savcor's financial advisor and Bird & Bird Attorneys Ltd as Savcor's legal advisor in connection with the Tender Offer. SAVCOR GROUP LTD Additional information: Hannu Savisalo Chairman of the Board Savcor Group Ltd Telephone: +358 50 2688 +61 417 268070 Email: hannu.savisalo@savcor.com The SAVCOR GROUP is a global technology and industrial services corporation serving customers in the areas such as rehabilitation of industrial and civil assets, telecom and electronic industries as well as forest related industries. Savcor has its chief operations in Australia, China and Europe. Savcor employs more than 1700 people in 13 countries. Its subsidiary, Savcor Group Ltd is listed at the Australian Securities Exchange, ASX since 2007. DISTRIBUTION Helsinki Stock Exchange Main Media
© 2024 Nasdaq, Inc. All Rights Reserved |