SVITZERWIJSMULLER EXTENDS OFFER TO ADSTEAM SHAREHOLDERS
Decision on Interim Dividend effectively increases offer to A$2.581 per share
SvitzerWijsmuller A/S (“SvitzerWijsmuller”) today announced that it presently intends to proceed with its recommended cash offer for Adsteam Marine Limited (“Adsteam”) and has extended its offer period to 7.00pm (AEST) on 27 October 2006.
SvitzerWijsmuller presently intends to continue to work to resolve outstanding UK competition issues related to the transaction, in consultation with the UK Competition Commission.
SvitzerWijsmuller has been advised that Adsteam proposes to declare an interim dividend of 4.1 cents per Adsteam share payable in October 2006. In light of this decision, SvitzerWijsmuller has determined to allow Adsteam shareholders to retain the whole of the interim dividend of 4.1 cents to be declared by Adsteam, whilst still being entitled to receive A$2.54 in cash per Adsteam share under the offer. This variation effectively increases the total consideration offered under the offer to A$2.581 per Adsteam share (consisting of A$2.54 cash per Adsteam share and the interim dividend).
“We continue to believe the offer provides compelling value to Adsteam shareholders and is a good strategic fit. We are committed to considering opportunities to resolve the UK competition issues,” said Mr Jesper T Lok, Chief Executive Officer of SvitzerWijsmuller.
SvitzerWijsmuller had received acceptances for 17.06% of Adsteam shares, as at 20 September 2006.
The United Kingdom Office of Fair Trading has referred the offer to acquire Adsteam to the UK Competition Commission, which triggered the UK competition approval condition to the offer. The UK Competition Commission is expected to report on its decision by 14 February 2007.
SvitzerWijsmuller reserves the right to further extend the offer period, to declare the offer free from the UK competition approval condition or to determine to allow the offer to lapse in accordance with the offer terms and the Corporations Act, particularly if it considers that circumstances change.
Accordingly, SvitzerWijsmuller does not currently intend to declare the offer free from the UK competition approval condition.
To assist SvitzerWijsmuller in working to resolve the outstanding UK competition issues, SvitzerWijsmuller and Adsteam entered into an agreement on 20 September 2006 under which SvitzerWijsmuller and Adsteam agreed that:
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Adsteam will provide reasonable assistance and cooperation to SvitzerWijsmuller to allow it to pursue resolution of the outstanding UK competition issues; and
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in recognition of Adsteam’s assistance, provided there is not a competing offer from another party that is recommended by Adsteam during the offer period (where SvitzerWijsmuller has not withdrawn its UK Competition Commission case before any such recommendation is made), SvitzerWijsmuller will reimburse Adsteam an amount up to ₤1 million for all reasonable external costs it incurs in assisting SvitzerWijsmuller.
SvitzerWijsmuller has lodged a supplementary bidder’s statement confirming these arrangements and will keep Adsteam shareholders informed of any material developments.
For further information please contact:
SvitzerWijsmuller A/S:
Jesper T. Lok
Chief Executive Officer
SvitzerWijsmuller A/S
Ph +45 39 19 39 19
Media enquiries Australia:
Paul Marriage / Jan Eakin
Third Person
Ph (02) 8298 6100