28th Apr 2006 17:45
28 April 2006Not for release, distribution or publication in or into the United States,Canada, Australia, Japan or the Republic of South AfricaLogicaCMG plcFiling of Buyout Offer followed by a Compulsory Squeeze-OutFurther to the announcement dated 19 September 2005 regarding the proposedAcquisition of Unilog S.A., France's sixth largest IT services provider, for atotal consideration of ¢â€š¬930.3 million, LogicaCMG announces that on 28 April2006 the Buyout Offer followed by a Compulsory Squeeze-Out was filed by BNPParibas (acting in its capacity as presenting bank) with the French Authorityfor the Financial Markets (Autoritƒ© des Marchƒ©s Financiers). A translation ofthe press release (communiquƒ© de dƒ©pƒ´t) issued jointly by LogicaCMG and Unilogtoday in France is attached at Appendix 1 below.For further information please contact:LogicaCMG investor relations - Karen Keyes +44 (0)20 7446 4372Citigate Dewe Rogerson - Toby Mountford/Seb Hoyle +44 (0)20 7638 9571BNP Paribas Paris - Daniel Weisslinger +33 1 43 16 94 82BNP Paribas London - Oliver Ellingham/Nicholas Groen +44 (0)20 7595 2000BNP PARIBAS, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting as joint financial adviser and underwriter to LogicaCMGand is acting for no-one else in connection with the Acquisition or the RightsIssue and will not be responsible to anyone other than LogicaCMG for providingthe protections afforded to customers of BNP PARIBAS nor for providing advicein connection with the Acquisition or the Rights Issue or the contents of thisannouncement or any other matter referred to therein.The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published ordistributed should inform themselves about and observe such restrictions.No offer, invitation or inducement to acquire shares or other securities inLogicaCMG is being made by or in connection with this announcement. Any offer,invitation or inducement to acquire shares in LogicaCMG will be made solely bymeans of the prospectus, published on 19 September 2005, as updated by thesupplementary prospectus published on 13 October 2005, and any decision tokeep, buy or sell shares in LogicaCMG should be made solely on the basis of theinformation contained in such document(s).This announcement is not for distribution or transmission, directly orindirectly, in or into the United States, Canada, Australia, Japan or theRepublic of South Africa and does not constitute, or form part of, an offer tosell or the solicitation of an offer to subscribe for or buy and any securities('Securities'), nor the solicitation of any vote or approval in anyjurisdiction, nor shall there be any sale, issue or transfer of the Securitiesreferred to in this announcement in any jurisdiction in contravention ofapplicable law.The Securities have not been and will not be registered under the US SecuritiesAct of 1933, as amended (the 'Securities Act') and may not be offered or soldin the United States unless registered under the Securities Act or an exemptionfrom such registration is available. No public offering of Securities of theCompany is being made in the United States.Appendix 1FILING OF PROPOSED BUYOUT OFFERFOLLOWED BY A COMPULSORY SQUEEZE-OUTfor the share capital of Unilog S.A. launched by LogicaCMG UK Limited a fullyowned subsidiary of LogicaCMG plcOffer Price : ¢â€š¬73 per Unilog shareThis press release relates to the proposed buyout offer (the ‚« Offer ‚»)followed by a compulsory squeeze-out (the ‚« Squeeze-out ‚») filed with theAutoritƒ© des Marchƒ©s Financiers (the ‚« AMF ‚») on 28 April 2006 by LogicaCMG UKLimited (the ‚« Offeror ‚» or ‚« LogicaCMG UK ‚»), a wholly owned subsidiary ofLogicaCMG plc (‚« LogicaCMG ‚»).This press release was prepared and published in accordance with the provisionsof Article 231-17 of the AMF General Regulations. This Offer and thepublication of the Offer prospectus are subject to the prior approval of theAMF. 1. OFFER PRESENTATION This Offer is made following the voluntary, unconditional tender offer forUnilog shares for a price of ¢â€š¬73 (the ‚« Tender Offer ‚») launched by LogicaCMGUK, which took place from 23 November to 28 December 2005 inclusive (AMFopinion no.205C1969 dated 22 November 2005).In an announcement dated 10 January 2006 (AMF announcement no.206C0048), theAMF announced that 6,311,653 shares had been tendered under the Tender Offer,and that LogicaCMG UK had also purchased 1,899,056 Unilog shares on the market(between 24 November 2005 and 6 January 2006 inclusive) during the Tender Offerperiod for a price less than or equal to ¢â€š¬73.As announced in the Tender Offer prospectus (note d'information), LogicaCMGtransferred the 4,110,420 shares acquired in the block trade to LogicaCMG UK inexchange for new LogicaCMG UK shares on 11 January 2006.Therefore, the Offeror holds as of today 12,321,129 shares representing 96.55%of Unilog share capital and 96.34% of voting rights (taking into account thedouble voting right shares not held by LogicaCMG UK) as at 20 April 2006.Therefore, pursuant to Title III of Book II of the AMF General Regulations, andin particular to articles 236-3 and 237-1 et seq., LogicaCMG UK has decided tofile this Offer to be immediately followed by a Squeeze-out regarding Unilogshares it does not yet hold. 2. oFFER CHARACTERISTICS Pursuant to articles 231-14, 236-3, and 237-1 et seq. of the AMF GeneralRegulations, BNP Paribas, acting on behalf of the Offeror, has filed a proposedOffer for Unilog shares with the AMF on 28 April 2006.Pursuant to the provisions of article 231-14 of the AMF General Regulations,BNP Paribas guarantees the content and irrevocable nature of the Offeror'sundertakings given in the Offer.Exane BNP Paribas, acting on behalf of the Offeror, shall acquire all sharestendered to the Offer at a price of ¢â€š¬73 per Unilog share. The sellers and buyershall bear their own execution fees.At the end of the Offer, and in accordance with article 237-10 of the AMFGeneral Regulations, any Unilog shares that have not been tendered to the Offershall be transferred (regardless of the bearer's country of residence) toLogicaCMG UK for an indemnity consideration equal to the Offer price, i.e. ¢â€š¬73for each Unilog share net of all expenses. Unilog shares shall then be removedfrom Euronext's Eurolist (compartiment B) on the trading day following theclosure of the Offer.The Offer concerns: * all shares issued by Unilog and not yet held by LogicaCMG UK, i.e. as at 20 April 2006, 440,168 Unilog shares with a par value of one Euro representing 3.45% of Unilog share capital and 468,531 voting rights, i.e. 3.66% of voting rights; and * all Unilog shares resulting from the exercise of options to subscribe for Unilog shares. As at 20 April 2006, there was a total of 607,728 subscription options that hadbeen granted. For information purposes, on such date, a total of 115,622subscription options were likely to be exercised before the closing of theOffer, i.e. 0.91% of the share capital as at such date.The Offer and Squeeze-Out do not concern the equity warrants (bons desouscription d'actions remboursables or ‚« BSAR ‚») issued by Unilog to BNPPARIBAS and Crƒ©dit du Nord on 29 June 2005 and transferred that same day tocertain employees of the Unilog group since, in accordance with the BSAR termsof issue, they cannot be transferred for a period of five years as from theissue date and therefore cannot be tendered to the Offer. The exercise of allthe issued BSAR would result in the creation of 400,648 shares of Unilog whichwould represent 3.14% of the current capital. The Offer also does not concernthe Unilog shares that might arise from the exercise of such BSAR until theclosing date of the Offer, since, under the terms of issue, the BSAR may onlybe exercised as from 29 June 2010. BSAR holders may therefore not exercisetheir options during the Offer period. 3. SUMMARY OF THE OFFER's PRICING CRITERIA LogicaCMG UK is offering a price of ¢â€š¬73 per Unilog share in the Offer andSqueeze-out. This price is identical to the one offered in the Tender Offerwhich took place from 23 November to 28 December 2005, and to the block tradeprice for the 3,498,217 Unilog shares acquired by LogicaCMG on 25 October 2005.The pricing criteria for the Offer set out below are derived from the valuationreport prepared by BNP Paribas for LogicaCMG UK. Range Premium (In euros per share) Low Average High Offer price / Average Share price Last closing price (26/04/ 72.2 1.1% 2006) From 29/12/2005 to 26/04/ 70.1 72.5 73.5 0.6% 2006 As of 15/09/2005 Closing price 68.6 6.5% Last month to date (1) 61.5 65.3 68.7 11.8% Last 3 months to date (1) 54.1 62.3 68.7 17.2% Last 6 months to date (1) 47.6 58.9 68.7 24.0% Last 12 months to date (1) 42.0 55.9 68.7 30.6% As of 30/06/2005 (2) Closing price 56.8 28.6% Last month to date (1) 53.0 55.3 57.7 31.9% Last 3 months to date (1) 47.6 53.8 57.7 35.6% Last 6 months to date (1) 47.6 54.4 57.7 34.2% Last 12 months to date (1) 40.3 51.4 57.7 42.1% DCF 64.4 68.2 72.0 7.1% Market Multiples excl. Xansa (3) Medium Stocks Sample 59.8 68.5 77.2 6.6% Overall Sample (4) 59.8 68.5 77.2 6.6% Market Multiples incl. Xansa (3) Medium Stocks Sample 65.1 73.9 82.8 -1.3% Overall Sample (4) 60.9 70.7 80.4 3.3% Transaction Multiples (5) 45.2 50.5 55.8 44.5% Source: Fininfo, Datastream, annual and quarterly reports, research notes(1) Average share price weighted by volumes(2) Date preceding publication of an article in the 1 July 2005 Frenchnewspaper Le Figaro(3) Average prices based on estimated 2006 and 2007 multiples(4) The medium Stock Sample includes: Steria, Sopra, and GFI Informatique and,as the case may be Xansa. The Overall Sample includes the Medium Stocks Sampleplus Atos Origin, Capgemini, Tietoenator and Getronics(5) Based on a sample of 9 transactions that occurred in Europe: theacquisition of PinkRoccade (the Netherlands) by Getronics (the Netherlands) inMarch 2005; the acquisition of ITNet (England) by Serco (England) in February2005; the acquisition of Synstar (England) by Hewlett-Packard (USA) in October2004; the acquisition of Novo Group (Finland) by WM Data (Sweden) in December2003; the acquisition of Transiciel (France) by Cap Gemini (France) in December2003; the acquisition of Assystem (France) by Brime Technologies (France) inDecember 2003; the acquisition of CMG (the Netherlands) by Logica (England) inDecember 2002; the acquisition of KPMG Consulting (the Netherlands/England) byAtos Origin (France) in August 2002; the acquisition of Siticom (France) byDevoteam (France) in June 2002 4. Report by the independent expert Houlihan, Lokey, Howard & Zukin, represented by Jean-Florent Rƒ©rolle andapproved by the AMF as an independent expert on 3 February 2006, has assessedthe valuation of Unilog shares and, in view of the Squeeze-out, has issued anopinion on the fairness of the price offered in compensation to minorityshareholders.‚« The buyout price offers a premium of 11.8% over the weighted average shareprice in the month leading up to the announcement of the Offeror's bid, and itis equal to the market value of the Company's equity as estimated using thediscounted cash flow model. We therefore believe that a price of ¢â€š¬73 is fair tothe Company's minority shareholders. ‚» 5. RECOMMENDATION OF THE UNILOG SUPERVISORY BOARD In a meeting held on 26 April 2006 at the registered office of the Company andpresided over by Chairman Pierre Deschamps, the Supervisory Board reviewed thebuyout offer followed by a compulsory squeeze-out to be filed by LogicaCMG UKand targeting all Unilog shares it does not yet hold.The Supervisory Board, after deliberations and having read the draft prospectus(note d'information), BNP Paribas' report and the report by the independentexpert, Houlihan, Lokey, Howard & Zukin, concluding that the price offered toUnilog minority shareholders was fair, by a unanimous decision of its members,present or represented: * indicated that the price of ¢â€š¬73 per share offered by the Offeror appeared to be fair, * approved the terms of the buyout offer followed by a compulsory squeeze-out and in particular the price per share, identical to the price offered by LogicaCMG UK for the tender offer, which appeared in accordance with the company's own interest and that of its employees and shareholders, * decided to issue an opinion in favour of the buyout offer followed by a compulsory squeeze-out presented by LogicaCMG UK and to recommend to the shareholders to respond positively by tendering their shares to this offer. 6. Proposed timetable for the Offer and Squeeze-out 28 April 2006 Offer filed with the AMF16 May 2006 Admissibility notice from AMF17 May 2006 AMF visa for the prospectus18 May 2006 Publication of the prospectus19 May 2006 Opening of the Offer1 June 2006 Closure of the Offer2 June 2006 Publication of the result notice by the AMFSqueeze-out and delisting of Unilog shares from the Euronext Eurolist(compartiment B). 7. Contact details of the persons in charge of media and investor relations LogicaCMG plc:Media Relations - Carolyn Esser +44 (0)20 7446 1786Investor Relations - Karen Keyes/Frances Gibbons +44 (0)20 7446 4341Unilog :Investor Relations - Christian Viguiƒ© 01 58 22 40 21Press Relations - Christine Dollfus 01 58 22 46 91ENDLOGICACMG PLCRelated Shares:
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