Acquisition
27 Marzo 2001 - 1:38AM
UK Regulatory
RNS Number:0924B
Foster's Brewing Group Ld
27 March 2001
Foster's announces takeover offer for Wine Planet
Melbourne, 27 March 2001: Foster's Brewing Group Limited ("Foster's") announced
today that its wholly owned subsidiary, Cellarmaster Wines Pty Limited
("Cellarmaster"), will make a cash offer of 35 cents per share to acquire all
the ordinary shares in Wine Planet Holdings Limited ("Wine Planet") to which it
is not currently entitled. Foster's presently owns approximately 25% of Wine
Planet, through Cellarmasters.
If successful in its bid to acquire Wine Planet, Foster's intention is to focus
the business activities in offshore markets.
Foster's President and CEO, Mr Ted Kunkel said, "The acquisition will allow
Foster's to reconstruct Wine Planet into an international wine e-tailing
business in support of our European and Asian wine clubs."
"We will look at a range of options in relation to the Australian assets.
However, if the offer is successful, Foster's will not continue to operate the
Wine Planet domestic e-tailing business in its own right," he said.
The Wine Planet board has confirmed that it will recommend the offer to its
shareholders, and the independent directors, who collectively hold 23% of the
issued shares of Wine Planet, have also stated that they intend to accept the
offer in respect of their own shares, in the absence of a higher offer.
Foster's believes the offer is fair and reasonable. The offer values Wine Planet
equity at approximately $56 million compared to its market capitalisation of
approximately $35 million at last Friday's close. The offer represents a premium
of:
- 59% to last Friday's closing share price of 22 cents; and
- 49% to the volume weighted average share price over the three month period to
last Friday of approximately 23 cents.
Mr Kunkel said: "This is a highly attractive offer which we believe provides
Wine Planet shareholders with a cash offer at a premium to what they would
otherwise be able to realise."
The acquisition will be funded using existing debt facilities. However, Foster's
cash outlay of approximately $42 million broadly equates with the cash in the
business.
The offer is subject to a number of conditions which are set out in Appendix 1.
(below). The offer will be open for one month, unless extended.
Full details of the offer will be set out in Foster's Bidder's Statement which
is expected to be lodged shortly and despatched to Wine Planet shareholders in
April.
For further information:
Media
Graeme Willersdorf Nicole Devlin
+613 9633 2073 +613 9633 2261
0418 288 400 0418 202 375
Investor Relations
Domenic Panaccio
+613 9633 2773
0418 243 714
FOSTER'S BREWING GROUP LIMITED'S OFFER FOR
WINE PLANET HOLDINGS LIMITED
OFFER CONDITIONS
Foster's takeover offer for Wine Planet (through a wholly owned subsidiary of
Fosters) will be subject to various conditions, including those summarised
below:
- minimum acceptance condition - Foster's and its associates having received
acceptances so that it will own at least 80% (by number) of Wine Planet
ordinary shares;
- regulatory approvals - all approvals and consents which are required by law or
by any public authority being unconditionally granted, given, made or obtained
and remaining in full force and effect,
- absence of regulatory action - no action being taken by any regulatory or
public authority before the end of the offer period which might restrain or
otherwise adversely impact the offer or require divestiture of shares or
assets, having a material value, from either the Foster's or Wine Planet
group;
- no material adverse change - no material adverse change occurring (or being
announced or otherwise becoming public) in relation to the structure,
business, financial or trading position or condition, assets or liabilities,
profitability or prospects of Wine Planet or its subsidiaries, taken as a
whole;
- prescribed occurrences - none of the matters set out in section 652C of the
Corporations Law;
- securities - no securities which are convertible to ordinary shares or options
over its shares;
- options - the Wine Planet Board (nor any committee of the Wine Planet Board)
not exercising any discretion under the Wine Planet Executive Option Plan to
permit any options over shares in Wine Planet to continue to exist when they
would otherwise have lapsed;
- cash - cash and trade debtors (excluding doubtful debtors) of Wine Planet and
its subsidiaries remain not less than A$39.5 million;
- liabilities - liabilities (including lease liabilities, contingent liabilities
and provisions in full for redundancies and termination of employees and
executives) of Wine Planet and its subsidiaries are not more than A$4 million;
- dividends - Wine Planet not declaring, paying or distributing any dividend,
bonus or other share of its profits or assets;
- conduct of business - Wine Planet continuing to conduct the business of Wine
Planet and its subsidiaries in the ordinary manner consistent with past
practice;
- acquisitions and disposals of assets - other than selling and buying trading
stock in the ordinary course of business, Wine Planet does not:
- purchase or otherwise acquire, or agree to purchase or otherwise acquire, or
sell or otherwise dispose of, or agree to sell or otherwise dispose of, any
property or assets (or any right, title or interest therein), the total
consideration for which, or value of which, exceeds A$1,000,000; or
- enter into any other commitments which would require expenditure by the Wine
Planet group of an amount which, in aggregate, exceeds A$1,000,000.
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