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ALS LIMITED — M&A Activity 2010
Sep 15, 2010
64365_rns_2010-09-15_8a0d7ab3-08c3-464f-aff9-26db27f17241.pdf
M&A Activity
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ABN 23 063 332 516
16 September 2010
JOINT ANNOUNCEMENT
CAMPBELL BROTHERS HIGHER OFFER NOW AVAILABLE TO AMMTEC SHAREHOLDERS
Campbell Brothers Limited (“Campbell Brothers”) and Ammtec Limited (“Ammtec”) are pleased to announce that the offer from Campbell Brothers (through its wholly owned subsidiary, Australian Laboratory Services Pty Ltd) for all of the shares in Ammtec will now proceed on the basis of the Revised Offer announced on 13 September 2010.
Ammtec shareholders are now being offered an implied cash value of $4.06 for each of their shares, comprising a cash offer of $3.85, a fully franked final dividend of 11 cents and a fully franked[1] conditional special dividend of 10 cents.
The alternative share offer of 4 Campbell Brothers shares for every 33 Ammtec shares held has an implied value (including the final and conditional special dividends) of $4.10 for each Ammtec share (based on the 2 day VWAP for Campbell Brothers shares up to, and including, 14 September 2010).
In addition, eligible Ammtec shareholders may also benefit from up to 9 cents per share in potential franking credits, delivering a total value of up to $4.15 per share if the cash offer is chosen and $4.19 if the alternative share offer is chosen.
The record date for the final dividend is 24 September 2010. The final dividend will be paid on 29 October 2010, regardless of the status of the offer at that time. Payment of the special dividend is conditional on Campbell Brothers declaring the offer unconditional and will be made within 5 business days of the offer becoming unconditional.
The Revised Offer will remain open for acceptance until 13 October 2010, unless extended.
1 Ammtec is seeking a ruling from the Australian Tax Office regarding the taxation consequences of the Revised Offer for Ammtec shareholders, including the franking of the conditional special dividend.
The Board of Directors of Ammtec has unanimously recommended Ammtec shareholders ACCEPT Campbell Brothers’ Revised Offer, in the absence of a superior proposal. Ammtec shareholders are encouraged to ACCEPT the Revised Offer as soon as possible.
Campbell Brothers had previously stated it would declare its offer unconditional if it received acceptances from Ammtec shareholders of more than 30% by 15 September 2010. That condition was not satisfied and, as a consequence, the Revised Offer terms set out in our joint announcement of 13 September 2010 now apply. The defeating conditions set out in 10.8 of the bidder’s statement dated 5 July apply to the Revised Offer.
Full details of the terms and conditions of the Revised Offer will be contained in a Fifth Supplementary Bidder’s Statement and a Fourth Supplementary Target’s Statement that are intended to be sent to Ammtec shareholders on Monday 20 September 2010.
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Further information:
Shareholders:
Greg Kilmister Managing Director Campbell Brothers Limited +61 (7) 3367 7900
Rod Smith Managing Director Ammtec Limited +61 (8) 9344 2416
Media:
John Gardner MAGNUS Investor Relations +61 (2) 8999 1001 +61 413 355 997
John McGlue FD Third Person +61 (8) 9386 1233 +61 417 926 915