FLSmidth Offers AUD 10 per Share for Australian Company Ludowici
(Thomson Reuters ONE) -
Company Announcement to the Danish Financial Supervisory Authority No.
07-2012, 16 February 2012
Today, FLSmidth has entered into a Scheme Implementation Agreement with Ludowici
Limited (Ludowici) under which FLSmidth has agreed to pay AUD 10.00 per Ludowici
share for all shares of Ludowici which it will acquire by way of a scheme of
arrangement. The price will be reduced by any dividends that Ludowici pays to
its shareholders prior to completion. The price corresponds to an enterprise
value of approximately AUD 358m on cash and debt free basis.
The price offered represents a premium of 186% over the share price on 18
January 2012 of AUD 3.50 and equals an implicit EV/EBITDA multiple in 2011 of
12.8x, based on FLSmidth's expectation of proforma 2011 EBITDA of AUD 28m.
Under the Scheme Implementation Agreement, Ludowici may pay an ordinary dividend
of up to AUD 0.20 per share and a special dividend of up to AUD 0.60 per share,
the special dividend being payable only if the scheme becomes effective.
Ludowici's primary bank, HSBC, has provided confirmation that it will consent to
the payment of a special dividend of up to 0.60 per share and waive any possible
breach under Ludowici's finance documents, provided FLSmidth acquires all shares
of Ludowici under the Scheme Implementation Agreement.
On 23 January 2012, FLSmidth announced that it had entered into an agreement
(Process Agreement) with the Australian listed company Ludowici in relation to
its interest to acquire all of the shares of Ludowici at a price of AUD 7.20 per
share less any dividends paid (see announcement no. 3/2012 of 23 January
2012). The proposed increase in the offer price to AUD 10.00 (less any
dividends paid or declared by Ludowici before the transaction is completed) will
not proceed if the application to the Australian Takeovers Panel (described
below) results in the Panel making orders that have the effect that the offer
cannot proceed, including because the Panel determines that the statement, which
is the subject of the application was a last and final statement and must not be
resiled from.
The Board of Directors of Ludowici has unanimously resolved to recommend the
proposed transaction to Ludowici's shareholders, subject to the Scheme
Implementation Agreement becoming binding (see below), there being no superior
proposal and an independent expert concluding that the scheme is in the best
interests of the shareholders.
Ludowici Investments Pty Limited, Julian Ludowici and the other Ludowici
Directors, who together control approximately 22% of the outstanding shares of
Ludowici, have confirmed that, in the absence of a superior proposal and
assuming that the Scheme Implementation Agreement becomes binding, they will
support the scheme and vote their shares in favor of the proposed transaction.
The Scheme Implementation Agreement is subject to a number of conditions,
including that it will not become binding until the Australian Takeovers Panel
determines the application described below, approval of the scheme of
arrangement by the shareholders of Ludowici, approval of the Scheme by the
competent Australian court, all necessary regulatory approvals and the absence
of certain material negative events. FLSmidth's offer is no longer subject to
due diligence.
Competing Proposal and Australian Take-Over Panel
On 10 February 2012, Ludowici announced that it had received a competing non-
binding, indicative and conditional proposal from Weir Group PLC (Weir) to
acquire all of the issued share capital of Ludowici for an indicative price of
AUD 7.92 per share in cash (less any dividends paid or declared by Ludowici
before the transaction is completed) under a scheme of arrangement, subject to
satisfactory due diligence and on similar terms as outlined in Clause 2 of the
Process Agreement. Weir has made an application to the Australian Takeovers
Panel seeking (among other things) an order that FLSmidth be restricted from
increasing its offer to Ludowici's shareholders on the basis of a submission
that FLSmidth has made a last and final offer that it is not allowed to increase
(For further information see Australian Takeovers Panel media release TP12/004
dated 14 February 2012 and media release TP12/05 dated 16 February 2012).
FLSmidth will take whatever steps it deems appropriate in defending itself
against Weir's application to the Australian Takeovers Panel.
The Australian Takeovers Panel has made no comment on the merits of the
application and Panel procedures prevent all parties from commenting until the
Panel publishes its reasons.
-------------------------------------
For further information about FLSmidth, please visit www.flsmidth.com.
Yours faithfully
Pernille Friis AndersenCorporate
Communications & Investor Relations
Link to PDF version:
http://hugin.info/2106/R/1586400/497260.pdf
Link to Scheme Implementation Agreement:
http://hugin.info/2106/R/1586400/497263.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: FLSmidth via Thomson Reuters ONE
[HUG#1586400]
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Datum: 15.02.2012 - 22:50 Uhr
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