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STOCKLAND M&A Activity 2010

Oct 5, 2010

65781_rns_2010-10-05_1cd70881-5f86-48ad-95ab-a43c9a249538.pdf

M&A Activity

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6 October 2010

Company Announcements Office Australian Securities Exchange Level 4, 20 Bridge Street Sydney NSW 2000

Aevum Board to Recommend Stockland’s Revised Offer

Aevum Limited's ("Aevum") announcement of 30 September 2010 noted that Stockland holds more than 50% of the shares in Aevum and, based on its latest notice, Stockland has now acquired 64.13% of Aevum.

In light of this development and following the execution of a recommended bid agreement with Stockland, Aevum's Board will be unanimously recommending that all Aevum shareholders accept Stockland's revised offer of $1.77 per share in the absence of a superior proposal when it issues its supplementary target's statement in the coming days. In addition, each of Aevum’s directors intend to accept Stockland’s revised offer in relation to the Aevum shares they own or control, at least two days before the end of the offer period, in the absence of a superior proposal.

Graham Lenzner, Aevum Chairman, said: “Aevum is one of Australia’s leading retirement companies, with a strong platform in the growing retirement sector. However, Stockland’s revised offer provides shareholders with an opportunity to liquidate their holding at a price in excess of where the share price is likely to trade in the absence of a bid and many Aevum shareholders have taken up this opportunity. As foreshadowed in Aevum's previous announcements, now that control of Aevum has passed to Stockland, Aevum’s Board will be unanimously recommending that Aevum shareholders accept Stockland's revised offer.”

Reasons for Recommendation

As outlined in both Aevum’s Second Supplementary Target’s Statement and in section 7.11 of Aevum’s Target's Statement, there are a number of implications of Stockland gaining control of Aevum, but less than 90%. These include:

  • Stockland is now in a position to gain control of the Board and management team and determine important decisions about Aevum’s future;

  • Stockland has indicated it would, amongst other things, reconsider Aevum’s dividend policy, which may result in Aevum ceasing or reducing its future dividend payments;

  • It is substantially less likely that Aevum shareholders would receive a future takeover offer, other than from Stockland itself. Further, there is no guarantee Stockland will make any such offer or that the offer price will be the same as or higher than the total value of Stockland’s revised offer; and

  • The liquidity of Aevum shares may be significantly reduced, limiting the ability for shareholders to sell their Aevum shares.

Aevum Limited ACN 087 648 691 • Level 6, 23-25 O’Connell Street, Sydney NSW 2000 GPO Box 5282, Sydney NSW 2001 • Telephone (02) 8223 0900 • Facsimile 02 8223 0999 • www.aevum.com.au

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FOR IMMEDIATE RELEASE

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The reason the Board will be recommending that all Aevum shareholders accept Stockland's revised offer is that the implications of Stockland obtaining control outlined above substantially increases the uncertainty of the value Shareholders will derive from holding Aevum shares.

Other Matters

Under the recommended bid agreement between Aevum and Stockland:

  • Stockland has agreed to extend the offer period of its takeover offer to 29 October 2010 . This is to allow Aevum shareholders who have not yet accepted Stockland's offer sufficient time to consider the offer in light of the Board's revised recommendation;

  • The Aevum Board will appoint Matthew Quinn and David Pitman to the Aevum Board as nominees of Stockland;

  • Graham Lenzner, Melanie Willis, Phillip Anderson, Garry Cameron and Margaret Campbell will only continue as directors of Aevum until the conclusion of the annual general meeting to be held on 18 November 2010 (unless otherwise agreed between Stockland and the relevant director). If however, Stockland reaches compulsory acquisition prior to this meeting, Graham Lenzner will resign as a director and Chairman; and

  • Stockland has agreed that there will be at least two independent directors on Aevum’s Board until Stockland acquires 100% of the issued share capital of Aevum.

Aevum will finalise and dispatch a supplementary target's statement shortly, setting out the Directors' updated recommendation and their reasons, as well as additional details of the recommended bid agreement with Stockland.

About Aevum Limited

Aevum Limited is a long established owner, operator and developer of retirement villages and aged care facilities. Today it manages 30 facilities across NSW, Victoria, Queensland, South Australia and Western Australia providing retirement accommodation and services to over 3,100 units, for Australian seniors. Aevum also has four aged care facilities with 367 beds. Aevum employs over 600 dedicated and committed staff. Contact:

Jim Kelly or Andrew Stokes Ron Malek, Co-Chief Executive Jamie Garis, Managing Director FD Third Person Greenhill Caliburn Greenhill Caliburn +61 2 8298 6100 +61 2 9229 1409 +61 2 9229 1448

Any financial product advice contained in this letter is general advice only and does not take into account your investment objectives, financial situation or particular needs. Aevum is not licensed to provide financial product advice.

Aevum Limited ACN 087 648 691 • Level 6, 23-25 O’Connell Street, Sydney NSW 2000 GPO Box 5282, Sydney NSW 2001 • Telephone (02) 8223 0900 • Facsimile 02 8223 0999 • www.aevum.com.au