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ALS LIMITED — M&A Activity 2009
Sep 30, 2009
64365_rns_2009-09-30_8d131d78-c794-4d06-8555-44dc978d25e7.pdf
M&A Activity
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ASX RELEASE
1 October 2009
Campbell Brothers Limited announces proposal to make a cash offer for PearlStreet Limited All cash offer of 56 cents per share 79% premium to 5 day VWAP prior to announcement of recapitalisation
Campbell Brothers Limited (ASX Code: CPB) today announced that its wholly owned subsidiary, Australian Laboratory Services Pty Ltd, proposes to make a cash offer for all of the issued capital in PearlStreet, including shares issued following the exercise of PearlStreet options during the offer period (Proposed Offer).
Perth-based PearlStreet is the largest Non Destructive Testing (NDT) services provider in Australia. It provides testing, inspection and asset care services to the energy, resources and infrastructure sectors. PearlStreet has over 500 employees across Australia, including engineers, scientists and technicians.
Campbell Brothers proposes to offer PearlStreet shareholders a cash consideration of 56 cents per share, which represents a 79% premium to PearlStreet’s 5 day volume-weighted average price (VWAP) of 31 cents per share up to close of trading on 28 September 2009, the day prior to the announcement of PearlStreet’s proposed recapitalisation. In addition, PearlStreet shareholders will retain the benefit of the final 2009 dividend of 1 cent per share. If any further dividends or other rights are declared or paid after 1 October 2009, Campbell Brothers will be entitled to reduce the consideration per share by the amount of the dividend or other right.
The Proposed Offer for PearlStreet represents total consideration of approximately A$86.7 million, comprising A$42.1 million for equity[1] and A$44.6 million for net debt as at 30 June 2009.
Campbell Brothers’ Proposed Offer will provide PearlStreet shareholders with the opportunity to realise a significant premium for all of their shares. In addition, the ability to receive cash is attractive given the illiquid market for PearlStreet shares.
Greg Kilmister, Campbell Brothers’ Managing Director commented:
“The acquisition of PearlStreet will provide Campbell Brothers with an excellent vehicle to grow its presence in the NDT market, and will complement our existing portfolio of testing businesses.
It represents a significant step towards our goal of diversifying our analytical services business, both geographically and in terms of capabilities.
We look forward to early engagement with PearlStreet during the offer process, with the aim of early satisfaction of outstanding conditions and completion of the offer.”
The Proposed Offer will be subject to limited conditions, summarised in Annexure A, including a Board recommendation and a minimum 90% acceptance condition. Importantly, the Proposed Offer will not be subject to any finance or due diligence conditions.
J.P. Morgan Australia Limited is acting as financial adviser and Minter Ellison is acting as legal adviser to Campbell Brothers.
For further information please contact:
Greg Kilmister Managing Director Campbell Brothers Limited Tel: +61 7 3367 7900
1 Based on consideration under the Proposed Offer of 56 cents per share and PearlStreet ordinary shares on issue as at 30 September 2009. Note that PearlStreet also has 18.8 million options with a strike price of 36 cents per share exercisable on or before 30 November 2009.
Level 2, 299 Coronation Drive PO Box 2191 Milton Queensland 4064 Australia Telephone +61 7 3367 7900 Facsimile + 61 7 3367 8156 www.campbell.com.au C A M P B E L L B R O T H E R S L I M I T E D A B N 9 2 0 0 9 6 5 7 4 8 9
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ANNEXURE A – BID CONDITIONS
Defeating conditions
(a) Board recommendation
The PearlStreet Board makes a recommendation to PearlStreet shareholders that they accept the offer in the absence of a higher offer.
(b) Minimum acceptance
Before the end of the offer period, Campbell Brothers and its associates together have interests in at least 90% (by number) of PearlStreet shares.
(c) No material adverse change
During, or at the end of, the offer period, no event, matter, change or condition occurs, is announced or becomes known to Campbell Brothers (whether or not it becomes public) where that event, matter, change or condition has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial or trading position, profitability or prospects of PearlStreet taken as a whole.
(d) No prescribed occurrence
None of the occurrences specified in Section 652C of the Corporations Act (Cth) 2001 happens between the date of announcement of the offer and the end of the offer period.
(e) Release from standstill and confidentiality obligations
Release of Campbell Brothers and Australian Laboratory Services Pty Ltd from any confidentiality and standstill obligations owed to PearlStreet, to the extent necessary to make and receive acceptances of the offer or any variation of the offer.
(f) Recapitalisation proposal
PearlStreet is released from any obligations in respect of the arrangements with Catalyst Investment Managers Pty Ltd ( Catalyst ) announced by PearlStreet on 29 September 2009 and Catalyst is not issued with any PearlStreet shares or options.
Level 2, 299 Coronation Drive PO Box 2191 Milton Queensland 4064 Australia Telephone +61 7 3367 7900 Facsimile + 61 7 3367 8156 www.campbell.com.au C A M P B E L L B R O T H E R S L I M I T E D A B N 9 2 0 0 9 6 5 7 4 8 9