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WESFARMERS LIMITED — M&A Activity 2007
Sep 4, 2007
66054_rns_2007-09-04_8faa7987-2f72-407e-8022-90c91e663083.pdf
M&A Activity
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5 September 2007
Dear Shareholder
The Coles Group Board today announced an enhanced proposal from Wesfarmers which it intends putting to shareholders at a Scheme Meeting in early November, 2007, in the absence of a superior proposal.
The Independent Expert, Grant Samuel & Associates, has advised the Board that the enhanced Wesfarmers’ proposal is on an overall basis in the best interest of shareholders.
After an extensive review of all ownership options, including break-up, the Board believes that the acquisition of Coles Group by Wesfarmers in a whole of company transaction is the best outcome for Coles Group shareholders, employees and other stakeholders.
The Board unanimously believes shareholders should support the proposal as providing an opportunity to participate in the future growth of the combined Wesfarmers / Coles Group.
The enhanced proposal is designed to give you greater certainty about the value of the Wesfarmers’ offer in the current environment of market volatility.
This will be achieved through the issue of a form of Wesfarmers’ Price Protected Shares (WPPS) which will provide price protection in respect of the equivalent of half of the share component of the original offer.
The precise terms of the new WPPS are subject to consultation with the ASX and will be included in the Scheme Booklet when finalised. However the enhanced proposal will in any event provide you consideration equivalent to:
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Cash of $4;
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0.14215 Wesfarmers’ Ordinary Shares; plus
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0.14215 WPPS
You will also be entitled to retain the Coles Group final fully franked dividend of $0.25 per share.
Coles Group Limited ABN 11 004 089 936 www.colesgroup.com.au SHARE REGISTRY Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235 Telephone 1300 130 278 International +61 2 8280 7768 www.linkmarketservices.com.au
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Key features of the WPPS are outlined below:
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It is intended the WPPS will be listed on ASX and will pay a fully franked dividend of at least $2 per share;
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You will be eligible for capital gains tax roll-over relief on the WPPS as well as on the Wesfarmers’ Ordinary Shares;
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In the event the Wesfarmers’ Ordinary Share price is less than $45 at the reclassification date of the WPPS – four years after the date of issue – you will receive additional Wesfarmers’ Ordinary Shares up to a maximum of 0.25 for each WPPS share. The reclassification date may be earlier or subject to extension for up to four years under certain circumstances to be outlined in the Scheme Booklet; and
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You will have the option of reclassifying the WPPS to Wesfarmers’ Ordinary Shares at any time. In addition the WPPS will be reclassified into Ordinary Shares if the 20 day volume weighted average price exceeds $45.
You will also be offered a “mix and match” facility, enabling you to maximise the Ordinary Shares you receive (subject to off-setting elections for maximum cash) or maximise the cash you receive (subject to off-setting elections for maximum shares). The WPPS will not be part of mix and match.
In recognition of the modified terms of the proposal, Coles Group and Wesfarmers have agreed to amend certain terms of their agreement.
These include an increase in the break fee to $150 million and a broadening of the circumstances in which it is payable as well as strengthening of terms around responding to alternative proposals and removal of the share price termination right.
Wesfarmers and Coles have also agreed to form a committee to accelerate integration and transition plans.
We anticipate despatching the Scheme Booklet in early October and holding the Scheme Meeting in early November.
Thank you for your continued support.
Yours sincerely
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Rick Allert Chairman