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FLETCHER BUILDING LIMITED — M&A Activity 2011
Jan 30, 2011
64902_rns_2011-01-30_961bcdc1-5182-42ce-8b04-f7d1aa0b74ed.pdf
M&A Activity
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Crane Group Limited ABN 91 008 410 302
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Level 14, Fujitsu House 15 Blue Street North Sydney NSW 2060
31 January 2011
Postal address Locked Bag 2125 North Sydney NSW 2059 Australia
Telephone 61 2 8923 3000 Facsimile 61 2 8923 3060 Internet http://www.crane.com.au
Dear Shareholder,
The Board of Crane Group Limited ( Crane Group ) today announced that it has entered into a Takeover Bid Implementation Agreement ( Implementation Agreement ) with Fletcher Building Limited ( Fletcher Building ) and Fletcher Building (Australia) Pty Limited ( Fletcher Building Australia ) under which it has agreed revised offer terms for the proposed acquisition by Fletcher Building Australia of all the shares in Crane Group that it does not already own by way of a recommended off-market takeover bid.
1. What are the Revised Offer terms?
The Revised Offer consideration consists of:
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A$3.50 cash; and
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one Fletcher Building share.
In addition, Crane Group will pay eligible shareholders a fully franked special dividend of A$0.50 per share.
Crane Group shareholders will also be entitled to the A$0.22 Crane Group interim dividend declared for the period ended 31 December 2010, payable on 22 February 2011.
The cash component of the Revised Offer will not be reduced by the amount of the special dividend or the interim dividend.
Based on the closing price of Fletcher Building shares on ASX on 25 January 2011 of A$6.07, the total implied value of the Revised Offer to be received by Crane Group shareholders is A$10.07[1] per Crane Group share.
This represents an increase of approximately A$0.94 or approximately 10% over the original Fletcher Building proposal of A$9.13[2] per Crane Group share ( Original Offer ).
1 Based on the closing price of Fletcher Building shares on ASX on 25 January 2011 of $6.07, A$3.50 in cash and assuming Crane Group pays a A$0.50 fully franked special dividend. Crane Group shareholders should note that Fletcher Building shares issued as part of the consideration will be ex-dividend. The total implied value of the Revised Offer will vary as the market price of Fletcher Building shares on ASX changes from time to time
2 Based on offer consideration of 1 Fletcher Building share and $3.47 cash (reduced by the amount of the interim dividend) and the VWAP of Fletcher Building shares of $5.88.
Crane Group shareholders will not be eligible to receive the Fletcher Building interim dividend for the period ended 31 December 2010. Fletcher Building has agreed that its interim dividend will not exceed NZ$0.16 per share (equivalent to approximately A$0.12 per share based on the current A$/NZ$ exchange rate of 1.30).
As announced on 25 January 2011, the Board commissioned Ernst & Young Transaction Advisory Services Limited ( Independent Expert ) to prepare an Independent Expert’s Report to assist shareholders in assessing the merits of the Original Offer. The total implied value of the Revised Offer of $10.07 is within the valuation range previously identified by the Independent Expert of A$9.92 to A$11.56 per Crane Group share.
Fletcher Building has also agreed to various waivers in relation to the conditions of the Original Offer.
2. What does the Crane Group Board recommend?
Due to these improved terms and conditions, the Directors of Crane Group unanimously recommend that Crane Group shareholders accept the Revised Offer, in the absence of a superior proposal.
Each Director of Crane Group also intends to accept the Revised Offer in relation to all the shares that they own or control, in the absence of a superior proposal.
Our reasons for this recommendation will be set out in full, along with other details of the Revised Terms in our Target’s Statement. The Target’s Statement will also include a revised Independent Expert’s report regarding the Revised Offer.
3. What happens next?
As a result of the change in recommendation, Crane Group has received in principle relief from ASIC to extend the date of despatch of its Target’s Statement from 31 January 2011 to 7 February 2011. Crane Group continues to recommend that shareholders take no action in relation to the Revised Offer until they have considered the Target's Statement.
As matters progress, we will keep you updated regarding any significant developments. In the meantime, if you have any questions about the Revised Offer, you can call Crane Group’s Shareholder Information Line on 1800 643 977 or + 61 2 8256 3363 (overseas) .
We are delighted that we have been successful in negotiating a Revised Offer for Crane Group shareholders which we believe is highly attractive and reflects the value of Crane Group’s high quality businesses.
Yours sincerely,
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Leo Tutt Chairman
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