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Cobham announces £270m voluntary offer for Thrane & Thrane A/S and acquisition of 25.6% shareholding
(OMX (English) Via Acquire Media NewsEdge)
10 April 2012
Cobham announces £270m voluntary offer for
Thrane & Thrane A/S and acquisition of 25.6% shareholding
Cobham plc (‘Cobham’ or ‘the Group’) today announces a final cash offer of
DKK420 for each share of Thrane & Thrane A/S (‘Thrane & Thrane’), consistent
with the level previously proposed to the Thrane & Thrane Board.
Following Cobham’s 12 March 2012 announcement of the withdrawal of its
proposal to the Board of Thrane & Thrane and the subsequent resignation of the
Chairman of Thrane & Thrane on 26 March 2012, a number of institutional
investors expressed interest in selling to Cobham their shareholdings in Thrane
& Thrane.
This resulted in the purchase of Thrane & Thrane shares from Jupiter Asset
Management Limited and other institutional shareholders totalling 1,292,110
shares at a price of DKK420 per share in cash representing approximately 22.74
per cent of the issued share capital of Thrane & Thrane. As a result, taken
together with market purchases, Cobham notified the Board of Thrane & Thrane
and made an announcement to the Danish FSA, Nasdaq OMX Copenhagen A/S and the
London Stock Exchange on 5 April 2012 that the Group (through its 100 per cent
owned subsidiary Lockman Electronic Holdings Ltd.) owned 1,453,795 shares,
representing approximately 25.59 per cent of the issued share capital of Thrane
& Thrane.
Cobham continues to seek to work with the Board of Thrane & Thrane to achieve a
recommendation for this offer and to facilitate the bringing together of Thrane
& Thrane and Cobham’s SATCOM business in a way that provides the best future
for the business, its employees and customers.
Subject to the approval by the Danish FSA, Cobham now announces a voluntary
offer (the “Offer”) on the following basis.
Highlights of the Offer
An offer price of DKK420 in cash for each share of Thrane & Thrane, valuing the
share capital of Thrane & Thrane on a fully diluted basis at DKK2,419 million
(approximately £270 million).
The Offer is final and will not be increased, except that Cobham reserves the
right to increase the Offer if there is an announcement on or after the date
hereof of an offer or a possible offer for Thrane & Thrane by a third party
offeror or potential offeror.
The Offer price of DKK420 represents a premium of:
43 per cent to the closing price per share as derived from the Nasdaq OMX
Copenhagen A/S on 24 February 2012(*);
56 per cent to the average closing price per share as derived from the Nasdaq
OMX Copenhagen A/S during the three months up to and including 24 February
2012(*);
70 per cent to the average closing price per share as derived from the Nasdaq
OMX Copenhagen A/S during the six months up to and including 24 February
2012(*).
(*) 24 February 2012 being the last trading day on the Nasdaq OMX Copenhagen
A/S prior to Thrane & Thrane’s 27 February 2012 announcement that it had
received an unsolicited offer for the Company.
The Offer price of DKK420 represents a multiple of 14.8x EBIT for the twelve
month period up to 31 January 2012.
The Offer will be conditional only on customary and routine closing conditions,
acceptances of more than 50 per cent of the issued share capital including
Cobham’s existing shareholding and regulatory approvals to be detailed in the
offer document (the “Offer Document”).
Terms and Conditions of the Offer
The Offer will be made solely by means of the Offer Document which will be
published subsequent to approval by the Danish FSA and which will contain the
full terms and conditions of the Offer, including details on how the Offer may
be accepted.
The full terms and conditions will also be summarised in the offer announcement
to be released separately on the same day as the Offer Document.
Background
Cobham announced on 12 March 2012 that it had withdrawn its proposal to the
Board of Thrane & Thrane regarding a possible recommended offer for Thrane &
Thrane at a price of DKK420 per share in cash, as the Board of Thrane & Thrane
felt unable to recommend its proposal.
In that announcement, Cobham reserved the right to reconsider its position at
any time, stating that its strategy is to build market leadership positions in
its strategic business units, by investing in technology. SATCOM is one such
technology and Thrane & Thrane remains an attractive potential partner. Cobham
has therefore continued to follow events at Thrane & Thrane with interest.
Cobham has been active in the SATCOM market for many years and has worked with
Thrane & Thrane during this time and has been in discussions with it over the
last year with a view to a combination of the two businesses. The combination
of Thrane & Thrane with Cobham’s SATCOM businesses is highly complementary and
would give the combined operation increased technology advantage and scale in
maritime, land and airborne SATCOM systems.
Routes to market for the two businesses would be combined so that more
customers would have easier access to a wider range of equipment, including
highly competitive integrated solutions with equipment from both companies.
The existing engineering centre of excellence in Denmark would be strengthened
and therefore able to focus on and accelerate the marketing and development of
the next generation of products. With 100 per cent ownership of the business,
management responsibility for the combined maritime SATCOM business, which
would include Cobham’s Sea Tel marine SATCOM business, would be transferred to
Thrane & Thrane in Denmark. Sea Tel is Cobham’s largest SATCOM business unit.
John Devaney, Executive Chairman of Cobham said: “Following our discussions
with Thrane & Thrane over the last year, this is an outstanding opportunity to
bring together two world-class, highly complementary SATCOM businesses and
represents an attractive offer for shareholders. Together, the two businesses
could offer more customers a wider range of equipment and increase the support
we give to our service providers.”
“It would be our intention to invest further in Denmark and, as a mark of our
commitment, we would transfer management responsibility of our largest SATCOM
business to Thrane & Thrane in Denmark on full ownership of the business, and
combine our engineering capabilities to bring new products to the market.
Thrane & Thrane would have an enhanced future as part of Cobham.”
Cobham is being advised in relation to the Offer by Danske Bank Corporate
Finance and Gleacher Shacklock LLP. Cobham has also received financial advice
from Bank of America Merrill Lynch.
Investor Call
There will be a dial-in investor conference call at 10:00 BST (11:00 CET) on 10
April 2012. Dial in details:
UK Free Call 0800 073 1806
International and UK Standard +44 (0) 1452 561 263
Conference ID 69905266
Additional Information
Information on Thrane & Thrane
Thrane & Thrane is a manufacturer of equipment and systems for global mobile
communication based on satellite and radio technology. Thrane & Thrane’s
satellite communication products have been designed for the global mobile
communication services offered by Inmarsat, the world’s leading satellite
operator. Thrane & Thrane also develops, manufactures and sells maritime radio
and TV communication products and satellite access stations that provide the
interface between the satellite systems and the terrestrial networks.
Thrane & Thrane’s SATCOM business has around 600 employees located in Denmark,
the USA, Norway, Sweden, China and Singapore, working with a global network of
distributors.
For the twelve months to 31 January 2012, Thrane & Thrane generated revenue of
DKK1,092.4 million and profit before tax of DKK169.4 million. As at 31 January
2012, Thrane & Thrane had net assets of DKK1,003.7 million and gross assets of
DKK1,721.4 million.
Information on Cobham
Cobham specialises in meeting the insatiable demand for data, connectivity and
bandwidth in defence, security and commercial environments. Offering a
technically diverse and innovative range of technologies and services, the
Group protects lives and livelihoods, responding to customer needs with agility
that differentiates it. Employing more than 10,000 people on five continents,
the Group has customers and partners in over 100 countries, investing some £70
million / DKK600 million a year in market-led product development.
The Group’s strategy is to build and maintain top three market positions in
selected higher growth, high technology markets such as satellite
communications (SATCOM). Cobham is the leader in stabilised marine satellite
antennas and very-small-aperture terminals (VSATs). It is also a leading
provider of L band antennas and modems for business jets using Inmarsat’s
services, and is a provider of many other Ku, Ka, X and C band SATCOM antennas
for land-based use.
Cobham has successfully acquired nearly 50 companies in the last decade,
including marine SATCOM business SeaTel, acquired in 2003, which has since
doubled both its revenue and R&D investment. Land SATCOM business TracStar,
acquired in 2005 has grown by 60% since joining Cobham.
Cobham has conducted business in Denmark for more than 20 years, providing slip
rings to wind turbines, communications antennas and pilot oxygen systems for
Danish F-16s. In 2004, the Group acquired Danish company Spectronic, based in
Grenaa, a world leading provider of high-quality covert audio and video
surveillance solutions, with revenue doubling since acquisition.
Financial Effects of the Offer
Cobham anticipates that the transaction will be moderately accretive to 2012
earnings, based on analysts’ consensus forecasts for Thrane & Thrane for the
year to December 2012 and before the impact of any potential synergies*. It is
expected that it will cover its cost of capital in the third full year of
ownership.
Cobham anticipates achieving a minimum of £2m per annum of pre-tax synergies as
a result of the transaction in the areas of engineering, production and
distribution, even in the event that a minority holding in Thrane & Thrane
remains outstanding.
ENQUIRIES
Cobham plc
John Devaney, Executive Chairman +44
(0)1202 882020
Warren Tucker, Chief Financial Officer
+44 (0)1202 882020
Julian Wais, Director of Investor Relations +44 (0)1202
857998
Brunswick
Michael Harrison/Will Carnwath
+44 (0)20 7404 5959
This announcement has been prepared for the purpose of complying with Danish
law and the Danish Executive Order on Takeovers and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of other
jurisdictions outside of Denmark. This announcement is not directed at
shareholders in Thrane & Thrane (“Shareholders”) whose participation in the
voluntary public tender offer for the shares in Thrane & Thrane would require
the issuance of an offer document, registration or other measures other than
what is required under Danish law. The availability of the Offer to
Shareholders who are not resident in Denmark may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not
resident in Demark should inform themselves of, and observe, any applicable
requirements. The Offer is not being made, directly or indirectly, to
Shareholders resident in any jurisdiction in which the submission of the Offer
or acceptance thereof would contravene the law of such jurisdiction.
The Offer is made for the shares in Thrane & Thrane (“Shares”), a Danish issuer
with listed shares on Nasdaq OMX Copenhagen A/S. The Offer is subject to
disclosure requirements under Danish law. This announcement and the Offer are
not being made, directly or indirectly, in, into or from Canada, Australia,
Japan, or South Africa or any other jurisdiction where to do so would violate
the laws in that jurisdiction (a "Restricted Jurisdiction"), and the Offer does
not apply and cannot be accepted from or within Canada, Australia, Japan or
South Africa or any other Restricted Jurisdiction. Copies of this announcement
will not be, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted Jurisdiction.
This announcement does not constitute an offer or invitation to sell or
purchase or subscribe for any shares in Thrane & Thrane or a solicitation of an
offer to buy any shares or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. An Offer Document regarding
the Offer will be published separately in accordance with Section 3 of the
Danish Executive Order on Takeovers. The Offer will be made solely by means of
the Offer Document, which will contain the full terms and conditions of the
Offer, including details of how the tender offer may be accepted. The Offer
Document and the appendices thereto contain important information and should be
carefully read before any decision is made with respect to accepting the Offer.
This announcement may contain statements relating to future matters or
occurrences, including statements on future results, growth or other forecasts
on developments and benefits in connection with the Offer. Such statements may
generally, but not always, be identified by the use of words such as
“anticipates”, ”assumes”, “expects”, “plans”, “will”, “intends”, ”projects”,
“estimates” or similar expressions. By their nature, forward-looking
statements involve risks and uncertainty as they relate to events and depend on
circumstances occurring in the future. There can be no assurance that actual
results will not differ, possibly materially, from those expressed or implied
by such forward-looking statements due to many factors, many of which are
outside of the control of Cobham or Thrane & Thrane, including the effect of
changes in general economic conditions, the level of interest rates,
fluctuation in the demand for Cobham or Thrane & Thrane products, competition,
technological developments, employee relations, regulation, foreign currency
exchange rates and the potential need for increased capital expenditures
(including those resulting from increased demand, new business opportunities
and development of new technologies) and failure to achieve the expected
benefits of the proposed combination of Cobham and Thrane & Thrane.
*This statement is not intended to constitute a profit forecast for the year
ending 31 December 2012 or for any other period and should not be interpreted
to mean that the earnings or earnings per share of Cobham will necessarily be
greater or less than those for the relevant preceding period.
- ends -
Copyright © 2012 OMX AB (publ).
Copyright © 2012 OMX AB (publ)
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