Wincanton voudrait TDG
Wincanton fait une offre sur TDG
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Communiqué de Wincanton
"Statement by Wincanton regarding a Possible Offer for TDG plc ('TDG')
09 May 2008
Not for release, publication or distribution, in whole or in part, in or into Australia, Canada, the United States of America or Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Further to TDG's announcement today, Wincanton confirms that it approached the Board of TDG on 14 April with an indicative cash offer for TDG at a value of 281.25 pence per ordinary share (equivalent to 290 pence per ordinary share less the dividend of 8.75 pence per share proposed on 27 February and payable on 23 May 2008 which shareholders are entitled to retain). Wincanton reconfirmed this indicative cash offer today.
The Board of Wincanton believes that the indicative offer is attractive to TDG's shareholders, being 15 pence per share higher than the indicative offer included in Laxey Partners' announcement on 27 February 2008. Wincanton's indicative cash offer would represent a premium of approximately 22 per cent. to TDG's closing share price yesterday and a premium of approximately 30 per cent. to TDG's closing share price of 225.5 pence (less the dividend of 8.75 pence per share proposed on 27 February and payable on 23 May 2008 which shareholders are entitled to retain) on 26 February 2008.(1)
Since 14 April, Wincanton has undertaken preliminary due diligence with assistance from the Board of TDG, which supports its view that there is merit in continuing to explore a combination of the two businesses in terms of operational overlap and complementary sector and geographic coverage. Wincanton also believes that there may be attractive opportunities to generate significant profit improvement through both cost-driven synergies and operational efficiencies and to create value through improved utilisation of the combined property portfolio. (2)
No offer will be made if due diligence does not confirm Wincanton's assumptions which indicate that a transaction would be substantially value-enhancing for Wincanton shareholders.
The announcement of a formal offer would be subject to, inter alia, the recommendation of the Board of TDG, finalisation of financing, and satisfactory support from TDG's major shareholders. Any offer, if made, will also be subject to, inter alia, the approval of Wincanton's shareholders.
This announcement does not amount to a firm intention to make an offer. There can be no certainty that any offer will be made. Wincanton also reserves the right, with the recommendation of the Board of TDG to make an offer for TDG at a lower price and/or to vary the mix of consideration specified.
A further announcement will be made in due course if appropriate.
Enquiries:
Wincanton plc
Tel: +44 (0)1249 710 000
Graeme McFaull, Chief Executive
Gerard Connell, Group Finance Director
Lazard
Tel: +44 (0)207 187 2000
Richard Stables
Melanie Gee
Jon Howells
Buchanan
Tel: +44 (0)207 466 5000
Charles Ryland
Jeremy Garcia
The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
1 Calculation of premium to TDG's closing share price yesterday of 230 pence (ex-div). Premium to TDG's share price on 26 February 2008 based on indicative proposal at 281.25 pence compared to TDG's closing share price of 225.5 pence on 26 February 2008 less the final dividend of 8.75 pence per share.
2 This is not to be taken as an indication that profits or earnings per share will necessarily be greater than those for the year in which the deal is completed.
Lazard & Co., Limited is acting for Wincanton in connection with the matters referred to in this announcement and no-one else and will not be responsible to anyone other than Wincanton for providing the protections afforded to clients of Lazard & Co., Limited or for providing advice in relation to the matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Wincanton or of TDG, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Wincanton or TDG, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Wincanton or of TDG by Wincanton or TDG, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel."
________________________________
Communiqué de Wincanton
"Statement by Wincanton regarding a Possible Offer for TDG plc ('TDG')
09 May 2008
Not for release, publication or distribution, in whole or in part, in or into Australia, Canada, the United States of America or Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Further to TDG's announcement today, Wincanton confirms that it approached the Board of TDG on 14 April with an indicative cash offer for TDG at a value of 281.25 pence per ordinary share (equivalent to 290 pence per ordinary share less the dividend of 8.75 pence per share proposed on 27 February and payable on 23 May 2008 which shareholders are entitled to retain). Wincanton reconfirmed this indicative cash offer today.
The Board of Wincanton believes that the indicative offer is attractive to TDG's shareholders, being 15 pence per share higher than the indicative offer included in Laxey Partners' announcement on 27 February 2008. Wincanton's indicative cash offer would represent a premium of approximately 22 per cent. to TDG's closing share price yesterday and a premium of approximately 30 per cent. to TDG's closing share price of 225.5 pence (less the dividend of 8.75 pence per share proposed on 27 February and payable on 23 May 2008 which shareholders are entitled to retain) on 26 February 2008.(1)
Since 14 April, Wincanton has undertaken preliminary due diligence with assistance from the Board of TDG, which supports its view that there is merit in continuing to explore a combination of the two businesses in terms of operational overlap and complementary sector and geographic coverage. Wincanton also believes that there may be attractive opportunities to generate significant profit improvement through both cost-driven synergies and operational efficiencies and to create value through improved utilisation of the combined property portfolio. (2)
No offer will be made if due diligence does not confirm Wincanton's assumptions which indicate that a transaction would be substantially value-enhancing for Wincanton shareholders.
The announcement of a formal offer would be subject to, inter alia, the recommendation of the Board of TDG, finalisation of financing, and satisfactory support from TDG's major shareholders. Any offer, if made, will also be subject to, inter alia, the approval of Wincanton's shareholders.
This announcement does not amount to a firm intention to make an offer. There can be no certainty that any offer will be made. Wincanton also reserves the right, with the recommendation of the Board of TDG to make an offer for TDG at a lower price and/or to vary the mix of consideration specified.
A further announcement will be made in due course if appropriate.
Enquiries:
Wincanton plc
Tel: +44 (0)1249 710 000
Graeme McFaull, Chief Executive
Gerard Connell, Group Finance Director
Lazard
Tel: +44 (0)207 187 2000
Richard Stables
Melanie Gee
Jon Howells
Buchanan
Tel: +44 (0)207 466 5000
Charles Ryland
Jeremy Garcia
The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
1 Calculation of premium to TDG's closing share price yesterday of 230 pence (ex-div). Premium to TDG's share price on 26 February 2008 based on indicative proposal at 281.25 pence compared to TDG's closing share price of 225.5 pence on 26 February 2008 less the final dividend of 8.75 pence per share.
2 This is not to be taken as an indication that profits or earnings per share will necessarily be greater than those for the year in which the deal is completed.
Lazard & Co., Limited is acting for Wincanton in connection with the matters referred to in this announcement and no-one else and will not be responsible to anyone other than Wincanton for providing the protections afforded to clients of Lazard & Co., Limited or for providing advice in relation to the matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Wincanton or of TDG, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Wincanton or TDG, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Wincanton or of TDG by Wincanton or TDG, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel."