SvitzerWijsmuller A/S (“SvitzerWijsmuller”) today announced a number of significant developments in relation to its A$2.54 per share recommended cash Offer for all of the shares in Adsteam Marine Limited (“Adsteam”).
Following confirmation on 9 February 2007 by the UK Competition Commission that, other than in relation to the Port of Liverpool, there would be no substantial lessening of competition following the merger of the two businesses, SvitzerWijsmuller has decided to waive the UK competition approval condition attached to the Offer.
To coincide with this important development, SvitzerWijsmuller has also decided to waive all other outstanding conditions to the Offer, with the exception of he 90% Minimum Acceptance Condition. The conditions SvitzerWijsmuller has agreed to waive are:
- No material adverse change condition
- No major acquisitions or disposals condition
- No prescribed occurrences condition
Whilst it is SvitzerWijsmuller’s current intention not to waive the 90% Minimum Acceptance Condition, it reserves the right to do so in accordance with the Offer Terms and the Corporations Act.
SvitzerWijsmuller continues to work with the UK Competition Commission to finalise the final undertakings to be given to address the UK Competition Commission concerns, including details relating to the terms under which one of the Liverpool businesses are to be sold and the process by which this will happen. Against this background, SvitzerWijsmuller today announces its current intention to sell Adsteam’s Liverpool operations, subject to the Offer becoming unconditional.
As a result of the removal of the regulatory conditions to the Offer and the absence of any higher offers, SvitzerWijsmuller has been advised by the Adsteam Board of Directors that it unanimously recommends that all dsteam Shareholders accept the Offer, without delay.
SvitzerWijsmuller has also been advised that all Adsteam Directors who own shares in Adsteam will accept the Offer in respect of their personal shareholdings.
SvitzerWijsmuller is pleased to announce that it will offer shareholders the potential for accelerated payment. More precisely if the 90% Minimum Acceptance Condition is fulfilled and the Offer becomes unconditional on or before 7 March 2007, the cash consideration payable to Adsteam Shareholders who accept the Offer will be dispatched within 5 business days of the later of the Offer becoming unconditional and the receipt by SvitzerWijsmuller of the valid acceptance of the Offer from that Adsteam Shareholder.
SvitzerWijsmuller has also established an Institutional Acceptance Facility (“IAF”) open to certain professional investors (as defined in section 9 of the Corporations Act) who hold at least 200,000 shares in Adsteam and who are invited to participate (“Eligible Shareholders”). This facility will enable these Eligible Shareholders, who may be unable to accept the Offer (e.g. by reason of their investment mandates) until it becomes unconditional, to indicate their intentions to accept the Offer.
SvitzerWijsmuller's Chief Executive Officer, Mr Jesper T. Lok says:
“Having reached a decision to sell Adsteam’s Liverpool business and to waive all outstanding bid conditions other than the 90% Minimum Acceptance Condition, we are now even closer to realising our vision of creating a global player in, and a preferred provider of, safety and support services at sea.
We urge Adsteam shareholders to follow the recommendation of their board and accept the Offer without delay. By offering the potential for accelerated payments and setting up an institutional acceptance facility, we hope to have made this as easy as possible for Adsteam shareholders.”
The Offer is scheduled to close at 7.00pm (AEST) on 16 March 2007, unless extended. SvitzerWijsmuller will ontinue to keep Adsteam shareholders informed of any material developments.
For further details please contact:
SvitzerWijsmuller A/S
Jesper T. Lok
Chief Executive Officer
SvitzerWijsmuller A/S
Ph +45 39 19 39 19
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