| Wed 3 Dec 2003, 9:05 | | UTi WORLDWIDE INCORPORATED SIGNS |
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United Service Technologies Limited - UTi WORLDWIDE INCORPORATED SIGNS
DEFINITIVE AGREEMENTS AND CHANGE TO THE
BOARD OF DIRECTORS AND COMPANY SECRETARY
OF UNISERV
United Service Technologies Limited
Registration number: 3896
Share code: USV
ISIN: ZAE000012431
("Uniserv")
UTi WORLDWIDE INCORPORATED ("UTi") SIGNS DEFINITIVE AGREEMENTS TO ACQUIRE SOUTH
AFRICAN PHARMACEUTICAL LOGISTICS PROVIDER, INTERNATIONAL HEALTHCARE DISTRIBUTORS
(PROPRIETARY) LIMITED ("IHD"), AND CHANGE TO THE BOARD OF DIRECTORS AND COMPANY
SECRETARY OF UNISERV
Uniserv has as its only investment a 30.3% interest in UTi, a global supply
chain solutions provider, which is listed on Nasdaq under the symbol UTIW. An
announcement by UTi in respect of the acquisition of 74.9% of IHD ("the
acquisition") was released on Nasdaq at approximately 13:00 Pacific time on 2
December 2003. The full text of this announcement is reproduced below. As the
acquisition is not a category transaction in terms of the JSE Securities
Exchange South Africa ("JSE"), this SENS announcement is for information
purposes only.
Change to the Board and Company Secretary:
In terms of Section 3.59 of the JSE Listings Requirements, the following change
to the board is disclosed:
Ian Bronson Whitecourt and Christopher Paul Spencer have been appointed as non-
executive directors with effect from yesterday, 2 December 2003. John Locke
replaces Lawrence Samuels as Company Secretary with effect from yesterday, 2
December 2003.
3 December 2003
Merchant Bank and Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited,
Corporate Finance
Full text of announcement by UTi regarding the definitive agreement:
"Contacts:
UTi Worldwide Inc. Cecilia Wilkinson/Angie Yang
Lawrence R. Samuels PondelWilkinson MS&L
Chief Financial Officer 323.866.6004
310.604.3311 investor@pondel.com
UTi WORLDWIDE SIGNS DEFINITIVE AGREEMENTS TO ACQUIRE SOUTH AFRICAN
PHARMACEUTICAL LOGISTICS PROVIDER
Continues Expansion of Contract Logistics Operations and Strengthens Expertise
in Pharmaceuticals Market
Rancho Dominguez, California - December 2, 2003 - UTi Worldwide Inc. (NASDAQ NM:
UTIW) today announced the signing of definitive agreements to acquire South
Africa-based International Healthcare Distributors (Pty.) Limited (IHD). The
pending transaction will further expand UTi"s global contract logistics business
and deepen its capabilities in the pharmaceutical distribution arena. Under the
agreements, IHD will be acquired by a partnership, which will be 74.9% owned by
UTi and 25.1% owned by a South African, broad-based black economic empowerment
(BEE) organization. The purchase price will total approximately $40 million in
cash, which includes a loan of approximately $17 million from UTi to the
partnership.
The transaction, which is expected to be completed in the first calendar quarter
of 2004, is subject to various closing conditions, including the approval of the
South African Competition Authorities, for which the necessary submission has
been filed, triggering the 90-day review process.
HD, jointly owned by 11 major multi-national pharmaceutical manufacturers,
provides logistics and warehousing support and distribution services of
pharmaceutical products throughout southern Africa directly to end dispensers
such as doctors, clinics, pharmacists and hospitals, as well as wholesalers.
Based on the economic terms of the transaction, IHD would have generated in 2002
revenues of approximately $35 million and earnings before interest and tax of
approximately $7 million. The transaction is expected to be accretive to UTi.
"IHD has developed a unique distribution model that employs sophisticated supply
chain engineering and logistical practices to ensure the integrity of the
sensitive products they handle while lowering costs and enhancing profitability
for pharmaceutical manufacturers," said Matthys J. (Tiger) Wessels, chairman of
the board of UTi and chief executive officer of the Africa region. "This
acquisition underscores UTi"s commitment to growing our contract logistics
business, strengthens UTi"s positioning and expertise in the pharmaceutical
sector, and provides a valuable distribution platform that we believe can be
replicated in other parts of the world."
Graham Somerville, who is UTi"s executive leading this transaction, added:
"Since its launch in 1993, IHD has grown to become the leading pharmaceutical
products distributor in South Africa, supported by its Internet-based technology
platform. IHD will continue to be led by its experienced managers who have many
years in the pharmaceutical distribution industry."
Closing of the transaction is subject to the signing of long-term service
agreements for the ongoing use of IHD by each of IHD"s current shareholders,
which include Abbott Laboratories South Africa, Aventis Pharma, Bayer,
Boehringer Ingelheim Pharmaceuticals, Bristol-Myers Squibb, Eli Lilly South
Africa, MSD, Novartis South Africa, Roche Products, Schering and Wyeth South
Africa. Eight of the 11 shareholder companies have signed long-term service
agreements, and service agreements with the remaining three are pending.
IHD has approximately 450 employees and maintains five distribution centers in
South Africa, located in Johannesburg, Cape Town, Port Elizabeth, Durban and
Bloemfontein. Each center features climate-controlled, state-of-the-art, leased
warehousing facilities to assure proper storage and handling of client
inventory.
UTi"s partnership with the BEE organization supports South Africa"s black
economic empowerment initiatives to encourage involvement in local businesses.
The BEE partner is a locally owned and led, non-governmental investment company
in South Africa working for the benefit and development of economically
disadvantaged sectors of South African society.
About UTi Worldwide
UTi Worldwide Inc. is an international, non-asset based supply chain management
company providing air and ocean freight forwarding, contract logistics, customs
brokerage and other logistics-related services. The company serves a large and
diverse base of global and local companies, including customers operating in
industries with unique supply chain requirements such as the pharmaceutical,
apparel, chemical, automotive and technology industries. The company seeks to
use its global network, proprietary information technology systems,
relationships with transportation providers and expertise in outsourced
logistics services to optimize the operation of its customers" global supply
chains.
Safe Harbor Statement
Certain statements in this news release may be deemed to be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The company intends that
all such statements be subject to the "safe-harbor" provisions contained in
those sections. Such statements may include, but are not limited to,
integration risks associated with the IHD acquisition, satisfaction of various
closing conditions and receipt of all regulatory approvals, including the
signing of long-term service agreements by each of IHD"s current shareholders
and approval of the South African Competition Authorities, the company"s
discussion of its growth strategy to provide complete outsourcing solutions, and
any other statements, which are not historical facts. Many important factors may
cause the company"s actual results to differ materially from those discussed in
any such forward-looking statements, including increased competition;
integration risks associated with acquisitions; the effects of changes in
foreign exchange rates; changes in the company"s effective tax rates; industry
consolidation making it more difficult to compete against larger companies;
general economic, political and market conditions, including inventory build-up,
economic slowdowns and consumer confidence; work stoppages or slowdowns or other
material interruptions in transportation services; risks of international
operations; the success and effects of new strategies; disruptions caused by
conflicts, wars and terrorism; and the other risks and uncertainties described
in the company"s filings with the Securities and Exchange Commission. Other
important factors or risks that could cause results or events to differ from
those in these forward-looking statements include: this acquisition might not
close on a timely basis or at all, due to the failure to satisfy closing
conditions or otherwise; risks associated with having a 25.1% equity holder in
IHD; the anticipated benefits of this acquisition may not be realized; IHD may
not retain its key employees; taxes and other limitations applicable to
distributions from IHD; risks associated with currency fluctuations; risks
associated with customer retention; risks that IHD may not be a distribution
platform that can be replicated elsewhere; and other risks affecting the
pharmaceutical distribution industry. Although UTi believes that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in forward-looking statements will be realized.
In light of the significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information should not be
regarded as a representation by UTi or any other person that UTi"s objectives or
plans will be achieved. The historical results achieved by the company are not
necessarily indicative of its future prospects. UTi undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise."
Full text of announcement by UTi regarding details of the conference call to be
held on December 10 to discuss fiscal 2004 third quarter results and the
pharmaceutical logistics provider acquisition:
"UTi Worldwide Schedules Conference Call on December 10 to Discuss Fiscal 2004
Third Quarter Results and Pharmaceutical Logistics Provider Acquisition
RANCHO DOMINGUEZ, Calif., Dec. 2, 2003 (PRIMEZONE) -- UTi Worldwide Inc.(NASDAQ-
NMS:UTIW) (Nasdaq:UTIW) today announced that, prior to market open on Wednesday,
December 10, the company will report financial results for its fiscal third
quarter ended October 31, 2003. The company also said that it will host an
investor conference call the same day at 8:00 a.m. PST (11:00 a.m. EST) to
review UTi"s financials and operations for the quarter, as well as to discuss
its recently announced plans to acquire International Healthcare Distributors
(Pty.) Limited.
The call will be open to all interested investors through a live, listen-only
audio Web broadcast via the Internet at www.go2uti.com and
www.fulldisclosure.com. For those who are not available to listen to the live
broadcast, the call will be archived for one year at both Web sites. A
telephonic playback of the conference call also will be available from 10:00
a.m. PST, Wednesday, December 10, through 5:00 p.m. PST, Friday, December 12, by
calling 800-633-8284 (domestic) or 402-977-9140 (international) and using
Reservation No. 21166839.
About UTi Worldwide Inc.(NASDAQ-NMS:UTIW)
UTi Worldwide Inc.(NASDAQ-NMS:UTIW) is an international, non-asset based supply
chain management company providing air and ocean freight forwarding, contract
logistics, customs brokerage and other logistics-related services. The company
serves a large and diverse base of global and local companies, including
customers operating in industries with unique supply chain requirements such as
the pharmaceutical, apparel, chemical, automotive and technology industries. The
company seeks to use its global network, proprietary information technology
systems, relationships with transportation providers and expertise in outsourced
logistics services to optimize the operation of its customers" global supply
chains.
CONTACT: PondelWilkinson MS&L
Cecilia Wilkinson/Angie Yang
(323) 866-6004
investor@pondel.com"
Date: 03/12/2003 08:39:40 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
