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LENDLEASE GROUP — M&A Activity 2009
Nov 2, 2009
65243_rns_2009-11-02_54bf9247-a50c-489f-82d2-d515aae56f59.pdf
M&A Activity
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ASX Announcement
Independent Expert concludes Lend Lease Proposal is fair and reasonable and in best interests of Primelife security holders
3 November 2009
On 28 September 2009 Lend Lease Corporation (“Lend Lease”) announced that it had entered into a Scheme Implementation Agreement (“SIA”) with Lend Lease Primelife Group (“Primelife”) under which Lend Lease would acquire all of the securities it did not already own in Primelife for A$0.31 per security in cash (“Proposal”).
Primelife today lodged the Scheme Booklet relating to the Proposal with ASIC. This document contains a number of important disclosures relating to the Scheme including:
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The Proposal represents a premium to Primelife’s Net Tangible Assets and a 48.3% premium to the one month VWAP calculated to 25 September, 2009;
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The Independent Expert, Deloitte Corporate Finance, has concluded that the Share Scheme and the terms of the Unit Scheme are fair and reasonable and that the Proposal is in the best interests of Primelife security holders;
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The Primelife Board believes that if the Proposal were not to proceed, Primelife would require at least $300 million of further capital to achieve the stated target gearing level of 20-25%;
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The Independent Directors of Primelife believe the Proposal represents a compelling alternative when considered against the uncertainty and risks associated with raising at least $300 million of capital via a highly dilutive equity issue and the sale of assets in a weak market under a tight timetable; and
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The Independent Directors of Primelife unanimously recommend that the Primelife security holders approve the Proposal and vote in favour of the relevant resolutions at the Scheme Meetings.
The Scheme Booklet will be posted to Primelife security holders within 7 days and the Scheme Meetings will be held on 8 December, 2009.
Lend Lease Managing Director and Chief Executive Officer, Steve McCann said: “Lend Lease believes the Proposal is an attractive one for Primelife security holders as it enables them to realise cash for their securities at a substantial premium to prior trading levels, and provides certainty of value relative to the uncertain and potentially value destructive capital raising alternatives that Primelife will need to implement if the Proposal does not proceed”.
ENDS
For further information please contact:
Sally Cameron Lend Lease Corporation Tel: 02 9236 6464
Lend Lease Corporation Limited Telephone +612 9236 6111 ABN 32 000 226 228 Facsimile +612 9252 2192 Level 4, 30 The Bond www.lendlease.com 30 Hickson Road Millers Point NSW 2000 Australia
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