SAVCOR GROUP LTD STOCK EXCHANGE RELEASE 19 FEBRUARY 2009
SAVCOR GROUP LTD MAKES A PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS
IN CENCORP PLC
Not for release, publication or distribution in Australia, South Africa, Hong
Kong, Japan, Canada, New Zealand and the United States.
The tender offer is not being made, directly or indirectly, in any jurisdiction
where prohibited by applicable law, and this release may not be distributed,
forwarded or delivered by any means, including without limitations by mail,
telefax, email or any other means, into or from any jurisdictions where
prohibited by applicable law.
BACKGROUND FOR THE TENDER OFFER
Cencorp Plc (“Cencorp”) and Savcor Group Ltd (“Savcor”) have by a stock
exchange releases dated 28 November 2008, 1 December 2008 and 3 February 2009
published an agreement entered into between Cencorp, Savcor and Sampo Bank Plc
(“Sampo Bank”) on 28 November 2008, by which the above mentioned parties have
agreed on conditional financing arrangement (“Conditional Financing
Arrangement”) concerning Cencorp.
In addition, relating to the above mentioned Conditional Financing Arrangement,
it has been informed with stock exchange releases dated 28 November 2008, 1
December 2008 and 3 February 2009 about an agreement entered into between
Savcor, Markku Jokela and FT Capital Ltd being controlled by him (hereinafter
“Jokela”) dated 28 November 2008 (as amended on 3 February 2009) by which they
have agreed on a plan to propose a corporate transaction to Cencorp, according
to which Cencorp would acquire the entire share capital of Savcor Alfa Ltd
which is owned indirectly by Savcor. Cencorp and Savcor Face Group Ltd have
signed on 3 February 2009 a conditional share purchase agreement regarding the
sale and purchase of the entire share capital of Savcor Alfa Ltd.
In addition, Savcor and Sampo Bank have agreed in an agreement signed on 28
November 2008 on certain sub-arrangements relating to the Conditional Financing
Arrangement as well as the Tender Offer described below.
In connection with the above mentioned corporate transaction Cencorp and
Photonium Ltd have signed on 3 February 2009 a conditional co-operation
agreement according to which Photonium Ltd would offer, among others, R&D and
possibly manufacturing services of process automation equipment to Cencorp
(”Co-operation Agreement”). The entry into force of the Co-operation Agreement
is conditional upon the above mentioned share purchase agreement regarding
Savcor Alfa Ltd entering into force.
The term “Transaction” refers hereinafter in this stock exchange release to
arrangement whereby Cencorp would acquire the entire share capital of Savcor
Alfa Ltd which is owned indirectly by Savcor and the conditional Co-operation
Agreement between Cencorp and Photonium would enter into force.
In connection with the contemplated Transaction it has been agreed that, among
others, Savcor makes a voluntary public tender offer for all the shares and
option rights in Cencorp. Savcor has today decided to make the said tender
offer (“Tender Offer”). The entry into force of the contemplated Transaction is
conditional upon Savcor deciding on the completion of the Tender Offer in
accordance with the terms and conditions of the Tender Offer.
Savcor informed with a stock exchange release dated on 28 November 2008 about
its intention to make the Tender Offer referred to herein.
OBJECTIVES OF TENDER OFFER
The Tender Offer is related to the contemplated Transaction which will enter
into force in connection with the completion of the Tender Offer. The purpose
of the Transaction is to make Cencorp an even more significant company
specialised in automation solutions for the electronics industry and capable of
offering more versatile and more effective automation solutions by way of
combining laser know-how of Savcor Alfa Ltd and automation know-how brought
into the company by Photonium Ltd based on the Co-operation Agreement in order
to supplement Cencorp's product and service supply to the current and future
customers.
TERMS AND CONDITIONS OF THE TENDER OFFER
The Tender Offer applies to all of the issued and outstanding shares and option
rights in Cencorp that are not owned by Cencorp or its group companies and not
already owned by Savcor or its group companies.
On the date of this stock exchange release the share capital of Cencorp is EUR
3,425,059.10 and the total amount of issued shares is 64,873,722. Savcor
currently owns 15,311,213 Cencorp's shares which represent approximately 23.6
per cent of the shares and votes in Cencorp.
The price offered in the Tender Offer will be EUR 0.08 per share in cash. The
cash consideration of the shares equals the highest price per share paid by
Savcor or another entity related to it as stipulated in Chapter 6, Section 10,
subsection 2 of the Securities Markets Act within the past six months. The
offer price is approximately 20.0 per cent lower compared to the closing price
of the Cencorp shares on NASDAQ OMX Helsinki Ltd. (“NASDAQ OMX Helsinki”) on 27
November 2008, which was the last trading day preceding Savcor's announcement
of the intention to make the Tender Offer, and approximately 28.6 per cent
lower compared to the volume-weighted average trading price of the Cencorp
shares on NASDAQ OMX Helsinki during the last 3 months and approximately 58.6
per cent lower compared to the volume-weighted average trading price during the
last 6 months.
In addition, Savcor offers to acquire all of the 2006 A and B and 2007 A option
rights issued by Cencorp and distributed to holders for a price of EUR 0,01 in
cash for each option right. The stock option plan 2006 is divided into A-, B-
and C-series. 2006 C option rights have not been distributed and they are all
in the ownership of a subsidiary of Cencorp. Cencorp has undertaken not to
distribute any 2006 C option right before 1 May 2009 and hence the Tender Offer
shall not apply to 2006 C option rights.
The offer period will commence as soon as possible after the Financial
Supervision Authority has approved the Tender Offer document, tentatively on 27
February 2008. The offer period will last approximately three weeks unless the
offer period is extended in accordance with the terms and conditions of the
Tender Offer. The Tender Offer document and the terms and conditions of the
Tender Offer will be published before the offer period begins.
The completion of the Tender Offer will be subject to the following conditions:
1) Above, in the section ”The backround of the Tender Offer”, mentioned
agreement between Savcor and Jokela, agreement between Savcor and Sampo Bank
and the Co-operation Agreement between Cencorp and Photonium Ltd are in force
and they have not been terminated or cancelled;
2) Sampo Bank has accepted the Tender Offer for all the shares of Cencorp owned
by it and, in addition, committed to subscribe shares directed to it by Cencorp
in the Cencorp's directed share issue decided on 19 February 2009 and to sell
on credit the shares subscribed in the aforementioned share issue to Savcor
immediately after the completion of the Tender Offer;
3) The preconditions of entry into force of the share purchase agreement
entered into between Cencorp and Savcor Face Group Ltd on 3 February 2009
regarding the acquisition of Savcor Alfa Ltd have been fulfilled;
4) Savcor will own immediately after the completion of the Tender Offer, and
taking also into account the shares referred to above in subsection 2), at
least 55 per cent of all the shares and votes in Cencorp on a fully diluted
basis;
5) A competent court of law or other authority has not issued a legally valid
judgment, decision or order preventing the consummation of the Tender Offer nor
is there any pending trial or other official procedure leading to such
judgment, decision or order based on Savcor's reasonable assessment; and
6) No event, circumstance or change has come to the knowledge of Savcor
resulting in or constituting, or that can reasonably be expected to result in
or constitute, a Material Adverse Change (as defined in the terms and
conditions of the Tender Offer)
Savcor reserves the right to complete the Tender Offer even if the conditions
for the completion of the Tender Offer would not be fulfilled.
The Tender Offer will be financed through Savcor's cash reserves. Therefore,
the financing of the Tender Offer is not subject to conditions or terms which
could effect the consummation of the Tender Offer
COMMITMENTS RELATING TO TENDER OFFER
As part of the Conditional Financing Arrangement described above in the section
”Backround for the Tender Offer” Sampo Bank has committed to accept the Tender
Offer for all the shares owned by it. Sampo Bank owns total of 10,908,847
shares in Cencorp, which represent 16.8 per cent of the shares and votes in
Cencorp.
In addition to the aforesaid, Sampo Bank has given to Savcor and Cencorp a
commitment, according to which Sampo Bank will subscribe a total number of
44,594,041 new shares directed to it by Cencorp in the Cencorp's share issue
decided on 19 February 2009 and to sell on credit the shares so subscribed to
Savcor at price of EUR 0.08 per share immediately after the completion of the
Tender Offer.
The fulfilment of the above commitments is conditional upon the realization of
certain conditions.
Jokela has committed not to accept the Tender Offer for the Cencorp shares own
by him.
ADVISORS
Ernst & Young Ltd acts as Savcor's financial advisor and Bird & Bird Attorneys
Ltd as Savcor's legal advisor in connection with the Tender Offer.
SAVCOR GROUP LTD
Additional information:
Hannu Savisalo
Chairman of the Board
Savcor Group Ltd
Telephone:
+358 50 2688
+61 417 268070
Email: hannu.savisalo@savcor.com
The SAVCOR GROUP is a global technology and industrial
services corporation serving customers in the areas such as rehabilitation of
industrial and civil assets, telecom and electronic industries as well as
forest related industries. Savcor has its chief operations in Australia, China
and Europe. Savcor employs more than 1700 people in 13 countries. Its
subsidiary, Savcor Group Ltd is listed at the Australian Securities Exchange,
ASX since 2007.
DISTRIBUTION
Helsinki Stock Exchange
Main Media
SAVCOR GROUP LTD MAKES A PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN CENCORP PLC
| Source: Nasdaq Helsinki Oy