| Mon 17 Nov 2008, 8:37 | | TBS - Tiger Brands Limited - Announcement Regarding A Potential |
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TBS
TIIH
TBS - Tiger Brands Limited - Announcement Regarding A Potential
Offer For AVI Limited ("AVI") And Cautionary Announcement
Tiger Brands Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1944/017881/06)
JSE share code: TBS
ISIN: ZAE000071080
("Tiger Brands" or the "company")
ANNOUNCEMENT REGARDING A POTENTIAL OFFER FOR AVI LIMITED ("AVI")
AND CAUTIONARY ANNOUNCEMENT
Tiger Brands advises that the company is considering making a
cash and share offer for AVI of R24.00 per share, implying a
total equity value for AVI of R8.0 billion. This represents a 62%
premium to AVI`s share price on the last trading day prior to
this announcement and to the 30 day volume weighted average price
calculated from the last trading day prior to this announcement.
Tiger Brands has acquired 15.85 million shares in AVI,
representing approximately 4.6% of AVI`s entire issued share
capital.
The proposed offer price of R24.00 per share would be settled as
to R14.40 in cash for every 1 AVI share and 6.989 Tiger Brands
shares for every 100 AVI shares (based on an issue price of
R137.35 per Tiger Brands share), allowing AVI shareholders to
realise a substantial portion of their holding in cash and still
providing the opportunity to participate in the benefits of the
combined entity. The proposed offer price will be increased by a
notional interest amount based on the publicly quoted basic prime
overdraft rate of interest per annum calculated from 31 January
2009 to 30 April 2009 and at prime plus 200 basis points from 1
May 2009 up until the date of payment.
Tiger Brands believes the rationale for combining the two
companies is compelling and, if implemented, will benefit both
Tiger Brands and AVI shareholders. The combination will create a
focused and balanced Fast-moving Consumer Goods company and will
result in a more efficient and effective platform from which to
position the combined entity for accelerated growth. Furthermore,
it will allow the combined entity to improve its global
competitiveness for the benefit of consumers, customers and other
stakeholders and will provide a stronger base to expand further
into the rest of Africa.
The offer, if implemented, will be effected in terms of Section
311 of the Companies Act, alternatively in terms of Section 440
of the Companies Act.
This announcement does not constitute a firm intention to make an
offer for the purposes of the Securities Regulation Code on
Takeovers and Mergers (the "Code"). Any offer, if made, will be
subject to such other terms and conditions as are standard in
transactions of this nature, including without limitation,
obtaining the relevant regulatory clearances.
The decision to proceed with a firm intention to make an offer is
subject to the finalisation of a number of factors, including
finalising the funding and obtaining the support of shareholders.
The purpose of this announcement therefore is to comply with the
Code and to make information regarding the proposed transaction
equally available to all shareholders.
All shareholders are therefore advised to exercise caution in
dealing in their respective securities until such time as a
further announcement is made. Further announcements regarding the
proposed transaction will be made in due course.
Bryanston
17 November 2008
Financial advisor and transaction sponsor to Tiger Brands
Deutsche Securities (SA) (Proprietary) Limited
Legal advisers to Tiger Brands
Edward Nathan Sonnenbergs
Sponsor to Tiger Brands
JP Morgan Equities Limited
Transactional communication advisor to Tiger Brands
Brunswick
Date: 17/11/2008 08:37:42 Produced by the JSE SENS Department.
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