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AVI
AVI
AVI Limited - AVI Response To The Announcement By Tiger Brands Limited Of A
Potential Offer For AVI
AVI Limited
(Incorporated in the Republic of South Africa)
(Registration number 1944/017201/06)
Share code: AVI
ISIN: ZAE000049433
("AVI" or "the Company")
AVI RESPONSE TO THE ANNOUNCEMENT BY TIGER BRANDS LIMITED OF A POTENTIAL OFFER
FOR AVI
1. Introduction
AVI shareholders are referred to the cautionary announcement released by Tiger
Brands Limited ("Tiger Brands") on SENS this morning setting out a potential
offer by Tiger Brands for the entire issued share capital of AVI.
2. Background
The board of directors of AVI ("the Board") has to date received two unsolicited
non-binding expressions of interest ("EOIs") from Tiger Brands on 8 October 2008
and 24 October 2008, respectively. In considering the EOIs, the Company
appointed advisers and met with three of its key shareholders, previously
approached by Tiger Brands, at such shareholders` request.
The Board responded to Tiger Brands in writing setting out its reasons as to why
it was of the view that the potential offers were not in the best interests of
AVI or its shareholders. The key concerns as articulated by the Board in the AVI
letters to Tiger Brands and re-iterated in a subsequent discussion between the
Chief Executives were as follows:
- the Board is of the view that any potential offer must adequately represent
the future prospects of the Company and be accompanied by a 100% cash underpin
supported by a confirmation of funding acceptable to the Board;
- the Board is unwilling to allow any form of due diligence, as was requested
in the EOIs, that would allow a competitor access to confidential information;
- the Board is of the view that the potential offer has a high degree of
execution risk; and
- the Board is unconvinced as to the commercial merits as set out by Tiger
Brands in the EOIs.
3. Conclusion
The terms contained in the Tiger Brands announcement today are materially the
same as those contained in the second EOI dated 24 October 2008 and as such do
not address the concerns raised by the Board.
The Board wishes to re-iterate that it has not received a formal offer from
Tiger Brands nor is it in discussions with Tiger Brands regarding such a
potential offer.
In the event that a formal offer is received, the Board will consider such offer
and provide the appropriate guidance to AVI shareholders.
Illovo
17 November 2008
Enquiries
Simon Crutchley Tel: +(27) 11 502 1322
Chief executive officer
Owen Cressey Tel: +(27) 11 502 1323
Chief financial officer
Investment bank and sponsor
Standard Bank
Date: 17/11/2008 15:34:30 Produced by the JSE SENS Department.
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