9th Feb 2007 07:31
FirstGroup PLC09 February 2007 This announcement is not for release, publication or distribution, directly orindirectly, in or into the United States, Canada, South Africa, Australia, Japanor any jurisdiction in which the same would be unlawful. This announcement isnot an offer of securities in the United States, Canada, South Africa,Australia, Japan or any jurisdiction in which the same would be unlawful. FirstGroup plc9 February 2007 FirstGroup plc ("FirstGroup" or the "Company") Acquisition of Laidlaw International, Inc. The board of directors of FirstGroup (the "Board") today announces thatFirstGroup has signed an agreement (the "Acquisition Agreement") for theacquisition of Laidlaw International, Inc. ("Laidlaw") (the "Acquisition") for$35.25 per ordinary share of Laidlaw in cash, equivalent to a totalconsideration of $3.6 billion (£1.9 billion) including the refinancing ofLaidlaw's existing debt. Upon completion, the Acquisition will create NorthAmerica's leading transport services company. The Acquisition has beenunanimously recommended by the boards of both companies. The acquisition price of $35.25 per ordinary share of Laidlaw represents apremium of 11 per cent. to the closing price of an ordinary share of Laidlaw of$31.72 on 8 February 2007 the last business day before this announcement and thetotal consideration of $3.6 billion represents a multiple of 7.7 times theEBITDA of Laidlaw for the financial year ended August 2006 of $466.3 million. The Board believes that there are significant strategic and financial benefitsto be gained from the acquisition of Laidlaw in terms of scale, product offeringand position in the North American transport market, as well as an opportunityto create value through synergies. Specifically, the Board expects that the Acquisition will: • enable FirstGroup to develop further its position in North America, consistent with FirstGroup's strategy of growing the earnings of the business, inter alia, by selective acquisition • provide a strong platform for FirstGroup to derive further economies of scale and offer consistent standards of quality and service to customers in both the public and private sector in North America • generate approximately $70 million of annualised pre-tax cost savings in the first full financial year following its completion • be earnings enhancing in the first full financial year following its completion The cash consideration for the Acquisition (including the repayment of existingdebt of Laidlaw) of $3.6 billion (£1.9 billion) will be satisfied through acombination of debt and equity finance. The debt portion will be financed fromnew committed bank debt facilities of $3.75 billion (£2.0 billion). The equityportion of approximately $750 million, which is supported by an equity bridgefacility of that amount, will be financed from a placing of new ordinary sharesto raise approximately £200 million announced separately today and a subsequentequity issue of approximately £175 million which is expected to take placeshortly after completion of the Acquisition. The Acquisition is conditional upon, amongst other things, the approval of theshareholders of both FirstGroup and Laidlaw and receipt of necessary anti-trustapprovals in the US. Further details regarding the Acquisition and Laidlaw are set out in the fulltext of the announcement of which this summary forms part. Martin Gilbert, Chairman of FirstGroup, commented: "This acquisition marks an important new phase in the development of the group'sbusiness. As a consequence of the strengthening of our North Americanactivities, we will create additional value for our shareholders." Moir Lockhead, Chief Executive of FirstGroup, added: "FirstGroup's acquisition of Laidlaw will considerably enhance the group'sexisting activities in North America, which themselves have grown strongly sincewe first invested in the US in 1999. The improved earnings and strong cashflowsarising from the acquisition will strengthen the Group's position. FirstGroupaims to be the leader in delivering safe, reliable, innovative and sustainabletransport services. We look forward to welcoming our new colleagues in NorthAmerica to the Group and working with them to integrate the businesses. Laidlawis an established, well run company that shares our commitment to safety anddelivering high quality services to the customers and the communities we serve." Kevin Benson, President and Chief Executive Officer of Laidlaw added: "This transaction represents an excellent opportunity for our employees andstockholders. The combination of Laidlaw and FirstGroup will bring together twowell-known brands and two well-respected companies that share a very strongfocus on employee and customer satisfaction. I am delighted to recommend thistransaction to our stockholders." An analyst meeting to discuss the Acquisition will be held at 9.00am GMT todayat the offices of JPMorgan Cazenove, 20 Moorgate, London, EC2R 6DA. Aninterview with Moir Lockhead, Chief Executive of FirstGroup plc, can be seen atwww.firstgroup.com and www.cantos.com. ENQUIRIES: FirstGroupMoir Lockhead, Chief Executive Tel: +44 (0) 207 291 0505Dean Finch, Finance Director Tel: +44 (0) 207 291 0512Rachael Borthwick, Corporate Communications Director Tel: +44 (0) 207 291 0508 JPMorgan Cazenove Tel: +44 (0) 207 588 2828(Financial advisers & broker to FirstGroup)Ian HannamMalcolm MoirEdward Banks Tricorn Partners Tel: +44 (0) 207 823 0888(Financial advisers to FirstGroup)Justin Dowley UBS(Broker to FirstGroup)Robert Jennings Tel: +44 (0) 20 7568 2809Christopher Smith Tel: +44 (0) 20 7568 4389 Brunswick Tel: +44 (0) 207 404 5959(PR for FirstGroup)Giles CrootCraig Breheny Laidlaw Tel: +1 630 848 3120Kevin Benson, Chief Executive OfficerSarah Lewensohn, Director, Investor Relations Morgan Stanley(Financial advisers to Laidlaw)William Strong Tel: +1 312 706 4400Frank Oelerich Tel: +1 312 706 4444 JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingexclusively as financial adviser and corporate broker for FirstGroup and no oneelse in connection with the Acquisition and will not be responsible to anyoneother than FirstGroup for providing the protections afforded to its clients orfor providing advice in relation to the Acquisition or in relation to thecontents of this announcement, or for any other transaction, arrangement ormatters referred to in this announcement. Tricorn Partners ("Tricorn"), which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively as financialadviser for FirstGroup and no one else in connection with the Acquisition andwill not be responsible to anyone other than FirstGroup for providing theprotections afforded to its clients or for providing advice in relation to theAcquisition or in relation to the contents of this announcement, or for anyother transaction, arrangement or matters referred to in this announcement. UBS Limited ("UBS") is acting exclusively as corporate broker for FirstGroup andno one else in connection with the Acquisition and will not be responsible toanyone other than FirstGroup for providing the protections afforded to itsclients or for providing advice in relation to the Acquisition or in relation tothe contents of this announcement, or for any other transaction, arrangement ormatters referred to in this announcement. Morgan Stanley & Co. Inc. ("Morgan Stanley") is acting exclusively as financialadviser to Laidlaw and no one else in connection with the Acquisition and willnot be responsible to anyone other than Laidlaw for providing the protectionsafforded to its clients or for providing advice in relation to the Acquisitionor in relation to the contents of this announcement, or for any othertransaction, arrangement or matters referred to in this announcement. Certain statements in this announcement are forward-looking statements. Suchstatements speak only as at the date of this announcement, are based on currentexpectations and beliefs and, by their nature, are subject to a number of knownand unknown risks and uncertainties that could cause actual results andperformance to differ materially from any expected future results or performanceexpressed or implied by the forward-looking statement. The informationcontained in this announcement is subject to change without notice and neitherFirstGroup, JPMorgan Cazenove, Tricorn, UBS nor Morgan Stanley assumes anyresponsibility or obligation to update publicly or review any of theforward-looking statements contained herein. No statement in this announcement is intended to be a profit forecast or toimply that the earnings of FirstGroup for the current year or future years willnecessarily match or exceed the historical or published earnings of FirstGroupor Laidlaw. FirstGroup plc ("FirstGroup" or the "Company") Acquisition of Laidlaw International, Inc. 1. Introduction The Board today announces that FirstGroup has signed an Acquisition Agreementfor the acquisition of Laidlaw, the leading operator of school and inter-citybus transportation and a supplier of public transit services in North America.Under the terms of the Acquisition Agreement, FirstGroup will pay considerationof $35.25 per ordinary share of Laidlaw in cash, equivalent to a totalconsideration of approximately $3.6 billion (£1.9 billion) including therefinancing of Laidlaw's existing debt. 2. Information on Laidlaw Laidlaw is the leading operator of school and inter-city bus transportation anda supplier of public transit services in North America. Laidlaw groupbusinesses operate recognised brands, including Laidlaw Education Services,Greyhound Lines and Greyhound Canada ("Greyhound"), and Laidlaw Transit.Laidlaw's shares trade on the New York Stock Exchange. For the financial year ended 31 August 2006, Laidlaw had revenues of $3.1billion (£1.6 billion) and operating profit of $250.5 million (£132 million).As at 31 August 2006 Laidlaw had gross assets of $3.0 billion (£1.6 billion). Laidlaw operates in three reportable business segments that providetransportation services in the United States (approximately 84% of revenue) andCanada (approximately 16% of revenue): (i) Education Services (approximately 50% of revenue); (ii) Greyhound (approximately 40% of revenue); and (iii) Public Transit (approximately 10% of revenue). The Education Services segment ("Education Services") provides school bustransportation, including scheduled home-to-school, extra-curricular and charterand transit school bus services, throughout the United States and Canada.Greyhound, a national provider of inter-city bus transportation in the UnitedStates and Canada, provides scheduled passenger service, package deliveryservice and charter bus services. The Public Transit segment ("Public Transit")provides fixed-route municipal bus services and paratransit bus transportationfor riders with restricted mobility. For the year ended 31 August 2006,approximately 84% and 83% of Laidlaw's revenues and EBITDA, respectively, weregenerated in the United States, with the remaining 16% and 17% generated inCanada. (i) Education Services Laidlaw's Education Services segment is the leading independent school busoperator in North America. The segment operates in 37 states in the UnitedStates and 6 provinces in Canada. Headquartered in the Chicago suburb ofNaperville, Education Services operates school buses and special educationvehicles, primarily under the name Laidlaw Education Services in North America. The Education Services business is composed of three core activities(home-to-school, extra-curricular and charter & transit) as well as the non-coreactivities of equipment leasing, logistical support, maintenance agreements andother support services. Education Services has contracts with more than 1,000 school boards anddistricts in North America. Education Services has approximately 450 operatinglocations in Canada and the United States, providing transportation forapproximately 2 million students each school day. The fleet consists ofapproximately 41,000 buses. For the twelve months ended 31 August 2006,Education Services generated $1.58 billion in revenues and $294.5 million inEBITDA. (ii) Greyhound Greyhound is the only national provider of scheduled inter-city bustransportation services in the United States and Canada. Greyhound's operationsare headquartered in Dallas, Texas. Greyhound serves the value-orientedcustomer by offering scheduled passenger services to approximately 2,400destinations throughout the United States and Canada, carrying approximately 24million passengers annually. Greyhound also provides package express servicesand charter bus services. For the twelve months ended 31 August 2006, Greyhoundgenerated $1.24 billion in revenue and $152.1 million in EBITDA. (iii) Public Transit Laidlaw's Public Transit business is a leading private provider of municipalpublic transportation services in North America, specialising in paratransit(transportation for mobility-challenged individuals) and fixed-route (municipaltransit) contract services. Headquartered in Overland Park, Kansas, the segmentoperates under the name Laidlaw Transit Services. Laidlaw Transit Services alsooperates under the name SafeRide Services in Phoenix, Arizona. Revenue ismainly driven by contracts with regional and municipal transit authorities. Asof 31 August 2006, Public Transit had nearly 130 municipal transit andparatransit contracts, involving 40 million passengers carried annually, and afleet of approximately 3,400 vehicles, approximately 71% of which are clientowned. For the twelve months ended 31 August 2006, Public Transit generated$308.2 million in revenues and $19.7 million in EBITDA. Public Transit operates at approximately 88 locations in 23 states andtransports more than 40 million passengers per year. 3. Background to and reasons for the Acquisition FirstGroup's strategy is to maintain and develop its role as a leading globaltransport provider. It has pursued, for some years, a strategy of improvingshareholder returns through organic growth and by selective acquisitions in theUK and North America. The Acquisition is consistent with this strategy and isexpected to be earnings enhancing in the first full financial year followingcompletion. a) Background In 1999, as part of its strategy to develop profitably its business outside theUK, FirstGroup acquired the US based Ryder Public Transportation Services, Inc.("Ryder"), a business primarily involved in student transportation but alsoinvolved in transit contracting and management and fleet maintenance andancillary services. This represented FirstGroup's first large US investment. FirstGroup has successfully integrated Ryder, and grown its business in NorthAmerica (both organically and by acquisition) from a turnover of $683 million,in its first full financial year of operations, to a business which reportedturnover of $1,476 million in the year ended 31 March 2006, and which hascontinued to grow since then. Over the period since 1999 FirstGroup has built avery experienced US management team. The US school bus market is highly fragmented, with bus services predominantlyrun by school boards. The Board estimates that of the 500,000 school buses inNorth America, approximately 350,000 are in the public sector and are still thedirect responsibility of, and are operated by, the school district authorities. FirstGroup's involvement in the US transit market consists largely of "FixedRoute" contracts to operate and manage urban bus services on behalf of statetransit authorities and "Paratransit" services contracts to provide transportfor passengers with restricted mobility and manage call centre operations forthese services. The combined Fixed Route and Paratransit markets are estimatedto be worth approximately $15 billion, of which some $13 billion is in thepublic sector and some $2 billion in the outsourced private sector. b) Strategic rationale The Board believes that, in bringing together FirstGroup and Laidlaw, it willcreate a stronger, more robust business, in what is still a fragmented market,that is capable of growing its earnings through improved operating efficienciesand the extraction of substantial synergies. The enlarged group will be able toimprove its margin whilst being significantly cash generative. More specifically, FirstGroup is familiar with the school bus and transitmarkets in which Laidlaw operates and has followed Laidlaw in an acquisitioncontext for over two years. The Board of FirstGroup views the business asextremely attractive and will bring to FirstGroup: 1) Proven operations with respected management; 2) Diversified contract-backed revenues with over 1,400 contracts; 3) Established and tightly controlled cost base; 4) Healthy, organic growth opportunities; and 5) Strong cash generation, enabling the group to reduce leverage quickly. The Acquisition will be transformational in terms of developing FirstGroup'sposition in the North American transportation market. The combined business willemploy over 98,000 staff in North America. In the North American school bus market, the lower cost base will enable theenlarged group to bid for contracts more effectively and the Board of FirstGroupbelieves that its enhanced service offering will benefit both the customers andthe Company. It will also give FirstGroup the opportunity to work moreeffectively with those school districts which continue to run their own buses,by offering them a greater range of services bringing more operational and costefficiencies. The combined business will operate approximately 63,000 schoolbuses in the US and Canada. It will employ over 71,000 staff in North America. Since the acquisition of Ryder, FirstGroup has grown strongly in the transitcontracting and management markets. FirstGroup's transit business hassuccessfully expanded in the higher margin, faster growing call centre,paratransit, logistics consultancy and public/private shuttle bus markets. TheAcquisition will provide a strong platform for FirstGroup to offer furthereconomies of scale and importantly consistent standards of quality and serviceto its customers in both the public and private sector. The combined businesswill employ over 12,000 staff in the US and Canada. FirstGroup considers Greyhound to be an attractive business with exciting growthprospects and strong brand. Greyhound has a well-respected management team, whohave re-shaped the business in the last two years through networkrationalisation. Greyhound is the only national provider of scheduled intercitybus services in the US and Canada, employing over 11,000 staff, and is acredible competitor to many other forms of mid to long distance transport.FirstGroup's management believes there is further scope to enhance revenuesthrough yield management systems, improved revenue collection and optimisation. In addition, FirstGroup believes that Greyhound's marketing offering isrelatively under-developed and as a consequence there is significant scope todrive revenue growth, for example from longer term bookings. However, Greyhound is a less obvious strategic fit with the rest of FirstGroup'scurrent business. The Board of FirstGroup will therefore be carrying out astrategic review of Greyhound. c) Financial effects of the acquisition The Acquisition will bring significant savings in both operating costs andcapital expenditure. FirstGroup estimates annual cost synergies to beapproximately $70 million in the first full financial year of ownership. Thesavings will be achieved through: 1) rationalisation of the network and removal of overlapping operations; 2) removal of excess spare fleet; 3) reduction in equipment stock, such as spares; 4) sale of excess owned properties; 5) purchasing improvements; 6) reduced insurance costs; and 7) removal of North American board costs and central overheads. These savings will enable FirstGroup to drive margin improvements in bothLaidlaw and FirstGroup's existing US businesses. FirstGroup should also be ableto benefit from significant tax losses and other tax attributes within Laidlawto reduce the amount of cash tax payable by the combined business. The potential savings described above are expected to make the Acquisitionearnings enhancing in the first full financial year of ownership. The integration of Laidlaw into FirstGroup's existing business will be overseenby Dean Finch, Group Finance Director. David Leeder, Director of InternationalDevelopment and Marketing, will assume responsibility for Greyhound. The cash consideration for the Acquisition, including the refinancing ofLaidlaw's existing debt, is approximately $3.6 billion (£1.9 billion). Thiswill be financed through new committed bank debt facilities of $3.75 billion(£2.0 billion) and equity issues of approximately £375 million, including the£200 million placing announced separately today. More details of the financingstructure are given in paragraph 6 below. The combined FirstGroup and Laidlaw will have strong cashflows and FirstGrouphas designed the financing structure to enhance shareholder value through anefficient use of its balance sheet to minimise the amount of equity to be issuedto finance the Acquisition, whilst maintaining a prudent overall capitalstructure consistent with investment grade status. The strong cashflows from thecombined business should enable FirstGroup to rapidly reduce debt levels overthe next few years. 4. Details of the Acquisition Under the terms of the Acquisition Agreement, FirstGroup has agreed to acquireLaidlaw by way of a merger of Fern Acquisition Vehicle Corporation (a newlyincorporated Delaware Corporation and a wholly-owned subsidiary of FirstGroup)with and into Laidlaw (as a result of which each issued and outstanding share ofcommon stock of Laidlaw will be converted into a right to receive $35.25 incash). Pursuant to such merger, on completion of the Acquisition, Laidlaw willbecome one of the Company's wholly-owned subsidiaries. Based on the total issued and outstanding share capital of Laidlaw at the dateof this announcement of 81.7 million ordinary shares, including the cashing outof Laidlaw option holders, the total consideration payable by FirstGroup toLaidlaw shareholders will be approximately $2.9 billion. The Acquisition Agreement contains various representations and warrantiescustomary for a US acquisition of the size and nature of the Acquisition. Therepresentations and warranties from Laidlaw to FirstGroup cover, amongst otherthings, the organisation and capital of Laidlaw and its subsidiaries, the dueand valid execution of the Acquisition Agreement and the absence of certainevents and liabilities which could be expected to have a material adverse effecton Laidlaw's financial condition or business or on Laidlaw's ability toconsummate the transaction. The representations and warranties from FirstGroupto Laidlaw cover, amongst other things, the due and valid execution of theAcquisition Agreement. The Acquisition Agreement is conditional upon, amongst other things: (i) thewaiting period applicable to the consummation of the Acquisition under theHart-Scott-Rodino ('HSR') Act having expired, been terminated or been waived andapproval having been obtained under the Competition Act (Canada), (ii) theapproval of the Acquisition Agreement and the transactions contemplated therebyby Laidlaw shareholders at a special shareholder meeting of Laidlaw; and (iii)the approval of the Acquisition Agreement and the transactions contemplatedthereby by FirstGroup shareholders at a general meeting of FirstGroup (the "EGM"). Although the Board is confident that the regulatory conditions referred toabove will be satisfied, there can be no assurance as to the timing or outcomeof the HSR or other necessary clearance processes or that such clearances willnot be subject to conditions, including the giving of certain undertakings (forexample, as to divestments) by FirstGroup. Either FirstGroup or Laidlaw may terminate the Acquisition Agreement if, amongstother things, the merger has not been consummated on or before 8 August 2007;provided that either FirstGroup or Laidlaw may unilaterally extend such date forup to three months if completion of the Acquisition is prevented only by therequirement to obtain the necessary competition clearances. The Board currently expects that completion of the Acquisition will take placelater this year. Further details of the principal terms and conditions of the AcquisitionAgreement will be set out in a circular to be sent to FirstGroup shareholdersseeking approval of the Acquisition and giving notice of the EGM (the "Circular"). 5. Break fees The Acquisition Agreement provides for the payment of certain fees and expensesby FirstGroup and Laidlaw to each other in certain circumstances in the eventthat the Acquisition should not be completed. Laidlaw has agreed to pay to FirstGroup a break fee of up to $78 million incertain circumstances. FirstGroup has agreed to pay Laidlaw a break fee of up to$43.35 million in certain circumstances. Further details of these arrangements will be set out in the Circular. 6. Financing of the Transaction The cash consideration for the Acquisition, including the refinancing ofLaidlaw's existing debt, is expected to be approximately $3.6 billion (£1.9billion). This will be financed through new committed bank facilities of $3.75billion (£2.0 billion) and equity issues of approximately £375 million,including the £200 million placing announced separately today. In additionFirstGroup expects to replace certain letters of credit and other facilities ofLaidlaw. The equity financing of approximately £375 million is expected to comprise theplacing announced separately today of approximately £200 million and a furtherequity issue of approximately £175 million shortly after completion of theAcquisition. The full amount of the equity required has been underwrittenpursuant to a standby equity underwriting agreement and to the extent that anysuch equity has not been issued prior to completion, the funds to complete theAcquisition will be available through a subordinated equity bridge facility of$750 million. a) Committed Debt Facilities and Standby Underwriting The committed bank debt facilities comprise the following facilities enteredinto today by FirstGroup: • a senior loan facility (the "Senior Facility") comprising two tranches(a term facility and a revolving credit facility) in an aggregate amount of$3.75 billion entered into with HSBC Bank plc, J.P. Morgan Chase Bank, N.A. andThe Royal Bank of Scotland plc; and • a subordinated equity bridge facility (the "Equity Bridge Facility") inan amount of $750 million entered into with J.P. Morgan Chase Bank, N.A.. The Equity Bridge Facility will be reduced by the amount of any equity issueeffected by FirstGroup, including the placing. To the extent that any part ofthe Equity Bridge Facility is drawn down at completion of the Acquisition,FirstGroup intends to refinance it through an equity issue shortly aftercompletion. FirstGroup has entered into a standby equity underwriting agreement(the "Standby Equity Underwriting Agreement") with JPMorgan Cazenove and J.P.Morgan Securities Limited ("JPMSL") (JPMorgan Cazenove together with JPMSL, the"Underwriters"). The Standby Equity Underwriting Agreement includes anundertaking from FirstGroup to refinance the Equity Bridge Facility by means ofan equity offering as soon as reasonably practicable following the consummationof the Acquisition. Although the price at which any new ordinary shares ofFirstGroup are to be issued will be determined by FirstGroup and theUnderwriters at the time of issue, the Standby Equity Underwriting Agreementnevertheless includes a commitment from the Underwriters to underwrite any suchissue at a price not to be less than the nominal value of each new ordinaryshare. The parties further undertake to cooperate in the negotiation of theunderwriting arrangements relating to any specific offering. Further details of the Senior Facility, the Equity Bridge Facility and theStandby Underwriting Agreement will be set out in the Circular. b) Placing of new Ordinary Shares FirstGroup has today also announced a bookbuilt, non pre-emptive placing (the "Placing") of up to 39,527,477 new ordinary shares (the "Placing Shares") toraise approximately £200 million. The Placing is not conditional on thecompletion of the Acquisition. The Placing Shares are being placed, subject tothe terms and conditions of a placing agreement entered into today betweenFirstGroup, JPMorgan Cazenove, JPMSL and UBS, at a price (the "Placing Price")to be agreed by JPMorgan Cazenove, JPMSL and FirstGroup at the close of thebookbuilding process. The Placing Shares will represent a maximum ofapproximately 9.99 per cent. of FirstGroup's current issued share capital. If the Acquisition does not complete, FirstGroup will use the monies raised inthe Placing for potential investment opportunities in Continental Europe, orgeneral corporate purposes in the UK and US. 7. Current trading and prospects a) FirstGroup Commenting on the interim results announced on the 8 November 2006, FirstGroup'sChief Executive, Moir Lockhead said: "I believe the Group is well placed for continued growth during the second halfof the year. The Group's clear strategy is to increase shareholder value byprofitably growing our core businesses and developing opportunities in newmarkets. The Board remains confident of the Group's future prospects andability to generate strong cash flows and is committed to dividend growth of 10per cent. per annum, for the foreseeable future at least until 2008, and whereappropriate share repurchases while maintaining a strong balance sheet. Tradingin the second half of the year has started well and is in line with ourexpectations." b) The Enlarged Group The Board believes that, following completion of the Acquisition, the enlargedgroup will be well placed to continue to develop its leading position in thelarge, fragmented North American transport market. The Board has confidence inthe financial and trading prospects of the enlarged group for the current andnext financial years, much of which will be spent in integrating andassimilating Laidlaw and FirstGroup's North American operations and on thedelivery of synergies, to realise the cost savings and operational benefitsoutlined above. 8. Shareholder circular and outline timetable FirstGroup intends to despatch the Circular to FirstGroup shareholders givingfull details of the Acquisition, and including notice of the EGM, in March. TheBoard expects separate meetings of FirstGroup shareholders and Laidlawshareholders to take place during April with completion of the Acquisition,subject to satisfaction of the conditions outlined above, expected later thisyear. This announcement assumes throughout an $:£ exchange rate of 1.90. ENQUIRIES:FirstGroupMoir Lockhead, Chief Executive Tel: +44 (0) 207 291 0505Dean Finch, Finance Director Tel: +44 (0) 207 291 0512Rachael Borthwick, Corporate Communications Director Tel: +44 (0) 207 291 0508 JPMorgan Cazenove Tel: +44 (0) 207 588 2828(Financial advisers & broker to FirstGroup)Ian HannamMalcolm MoirEdward Banks Tricorn Partners Tel: +44 (0) 207 823 0888(Financial advisers to FirstGroup)Justin Dowley UBS(Broker to FirstGroup)Robert Jennings Tel: +44 (0) 20 7568 2809Christopher Smith Tel: +44 (0) 20 7568 4389 Brunswick Tel: +44 (0) 207 404 5959(PR for FirstGroup)Giles CrootCraig Breheny Laidlaw Tel: +1 630 848 3120Kevin Benson, Chief Executive OfficerSarah Lewensohn, Director, Investor Relations Morgan Stanley(Financial advisers to Laidlaw)William Strong Tel: +1 312 706 4400Frank Oelerich Tel: +1 312 706 4444 JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingexclusively as financial adviser and corporate broker for FirstGroup and no oneelse in connection with the Acquisition and will not be responsible to anyoneother than FirstGroup for providing the protections afforded to its clients orfor providing advice in relation to the Acquisition or in relation to thecontents of this announcement, or for any other transaction, arrangement ormatters referred to in this announcement. Tricorn Partners ("Tricorn"), which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively as financialadviser for FirstGroup and no one else in connection with the Acquisition andwill not be responsible to anyone other than FirstGroup for providing theprotections afforded to its clients or for providing advice in relation to theAcquisition or in relation to the contents of this announcement, or for anyother transaction, arrangement or matters referred to in this announcement. UBS Limited ("UBS") is acting exclusively as corporate broker for FirstGroup andno one else in connection with the Acquisition and will not be responsible toanyone other than FirstGroup for providing the protections afforded to itsclients or for providing advice in relation to the Acquisition or in relation tothe contents of this announcement, or for any other transaction, arrangement ormatters referred to in this announcement. Morgan Stanley & Co. Inc. ("Morgan Stanley") is acting exclusively as financialadviser to Laidlaw and no one else in connection with the Acquisition and willnot be responsible to anyone other than Laidlaw for providing the protectionsafforded to its clients or for providing advice in relation to the Acquisitionor in relation to the contents of this announcement, or for any othertransaction, arrangement or matters referred to in this announcement. Certain statements in this announcement are forward-looking statements. Suchstatements speak only as at the date of this announcement, are based on currentexpectations and beliefs and, by their nature, are subject to a number of knownand unknown risks and uncertainties that could cause actual results andperformance to differ materially from any expected future results or performanceexpressed or implied by the forward-looking statement. The informationcontained in this announcement is subject to change without notice and neitherFirstGroup, JPMorgan Cazenove, Tricorn, UBS nor Morgan Stanley assumes anyresponsibility or obligation to update publicly or review any of theforward-looking statements contained herein. No statement in this announcement is intended to be a profit forecast or toimply that the earnings of FirstGroup for the current year or future years willnecessarily match or exceed the historical or published earnings of FirstGroupor Laidlaw. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Firstgroup