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TOWER LIMITED — M&A Activity 2010
Sep 30, 2010
65971_rns_2010-09-30_b5e7b193-a07a-4d06-9e18-dd4a4da0ec21.pdf
M&A Activity
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1 October 2010
Market Information Company Announcements Office NZX Limited Australian Stock Exchange Limited Level 2, NZX Centre Exchange Centre 11 Cable Street Level 6, 20 Bridge Street PO Box 2959 Sydney NSW 2000 Wellington AUSTRALIA New Zealand
TOWER LIMITED ANNOUNCES OFFER TO ACQUIRE FIDELITY LIFE ASSURANCE COMPANY
TOWER Limited (TOWER) advises that it has today filed a takeover notice, in accordance with the New Zealand Takeovers Code, of an offer to acquire 100% of the shares in Fidelity Life Assurance Company Limited (Fidelity).
TOWER is offering $118 million being $82 per Fidelity share, comprising $55 in cash and $27 in the market value equivalent in TOWER shares. In accordance with the Takeovers Code, the earliest that TOWER can post and formally make the offer for Fidelity is 15 October 2010.
The terms of TOWER’s offer have been based on the limited publicly available information in respect of Fidelity, and TOWER will shortly table a request with the directors of Fidelity for access to certain additional information in relation to the company. TOWER is hopeful that this request will be positively received by the directors.
The offer represents a small premium to the last traded price for Fidelity of $80, and the inclusion of TOWER shares as well as cash enables Fidelity shareholders to retain an interest in the combined company, but with liquidity not previously available to them.
TOWER Chairman Tony Gibbs said “Bringing together these two iconic New Zealand controlled life insurance companies underscores the service each has provided to New Zealand policy holders over a long period, and will reinforce their ability to compete in an industry where most players are overseas owned.”
The proposed offer is subject to certain conditions, including receipt by TOWER of acceptances in respect of a sufficient number of shares in Fidelity to confer 90% or more of the voting rights.
The proposed offer is also conditional upon certain other matters being confirmed in respect of Fidelity’s financial position.
Goldman Sachs & Partners is acting as financial advisor to TOWER in relation to this offer.
For further information please contact:
Rob Flannagan Tony Gibbs Managing Director Chairman 09 369 2057 09 985 6169 021 925 491 021 991 327
TOWER Limited
ARBN 088 481 234 Incorporated in New Zealand
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About TOWER
TOWER is a financial services company listed on both the NZX and ASX, headquartered in Auckland. The operations of TOWER comprise the following core business units:
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TOWER Health & Life, providing health and life insurance to the retail and group markets in New Zealand;
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General Insurance, providing home, car and travel insurance to the retail and commercial markets in New Zealand and the Pacific Islands; and
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TOWER Investments, specifically wholesale and retail funds management, KiwiSaver, individual and group superannuation in New Zealand.
TOWER’s business has served New Zealanders since 1869 when the Government Life Insurance Office was established. TOWER was demutualised in 1999 and listed on the Australian and New Zealand stock exchanges in September of that year.
About Fidelity
Fidelity provides life insurance, personal protection, business insurance, and savings and investment products in New Zealand. The company also provides KiwiSaver superannuation products. Fidelity has its head office in Auckland and an underwriting centre in Wellington and sales offices in Christchurch and Tauranga. Fidelity Life was founded by Gordon and Shirley Watson in 1973 with a vision of a New Zealand owned and controlled life insurance company.
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