3rd Sep 2009 11:16
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
Indicative Final Cash Offer for National Express Group plc ("National Express" or the "Company")
The consortium involving funds advised by CVC Capital Partners ("CVC") and interests of the Cosmen family (the "Family") (together, the "Consortium"), is today updating the market on its approach to National Express. Following further discussions with the Board of the Company, the Consortium announces that it has tabled an indicative final cash offer to acquire the issued and to be issued shares of National Express at a price of 500 pence per share, valuing the Company at £765 million (the "Final Offer").
This announcement does not represent a firm intention to make an offer and, accordingly, there can be no certainty that an offer for the issued or to be issued ordinary shares of the Company will be made, even if the pre-conditions set out below are satisfied or waived.
Background:
Since the Company's announcement of 28 August 2009, the Consortium has held further discussions with the Board. The Consortium believes that National Express faces a number of significant risks as an independent, publicly-quoted company, particularly in relation to its ongoing relationship with the Department for Transport (the "DfT"), the retention of the East Anglia and c2c rail franchises, the weakness of its balance sheet and the absence of a CEO.
The Consortium therefore believes that its offer is in the interests not only of shareholders but also a wider group of stakeholders, including employees, passengers and Government, and that it will bring stability and certainty to the future financing and operation of the Company.
The Final Offer:
The Consortium's Final Offer of 500 pence per share is final and will not be reduced or increased. However, the Consortium reserves its right under Rule 32.2 of the City Code on Takeovers and Mergers (the "Takeover Code") to increase the Final Offer in the event that a third party announces a firm intention to make an offer for National Express.
Unless the Consortium receives a recommendation from the Board of National Express, the Consortium will withdraw this offer.
The Consortium believes that the Final Offer represents a compelling proposal for shareholders and all stakeholders in National Express:
Delivers an attractive premium for shareholders - the Final Offer represents a premium of 81 per cent. to the Company's closing share price on 26 June 2009 of 276p, the business day prior to the announcement of an approach by FirstGroup, and a premium of 21 per cent. to the Company's closing share price on 2 September 2009 of 412p. The Consortium believes this is a full and fair offer Provides stability to the Company - the Final Offer would remove the current financing pressure on the Company. The Consortium's proposed financing structure would result in reduced leverage, extended term of the Company's debt facilities and relaxation of financial covenants Provides certainty to shareholders - the Final Offer would provide shareholders with far greater certainty on value than they currently have, given the lack of clarity around the status of the Group's remaining UK rail franchises under current ownership (and the significant impact on value arising from a negative outcome). The Final Offer would also eliminate the need for shareholders to finance a substantial rights issue Offers a fresh start - the Final Offer provides the opportunity to draw a clear line under the recent difficulties associated with the Company's UK rail franchises, relations with the DfT, balance sheet concerns and weak financial performance, all of which have resulted in a significant destruction of shareholder valueConditions:
The key pre-conditions to satisfy before the Consortium can make a formal binding offer announcement are confirmation of financing and completion of limited confirmatory due diligence.
The Consortium intends to fund the entirety of any offer (together with the costs relating thereto) through equity provided by the Family and from funds advised by CVC. However, the Company's existing banking facilities, which amount to c.£1 billion, include change of control provisions and would therefore need to be refinanced prior to the completion of any offer. The Consortium has held initial constructive discussions with a number of the banks within the Company's existing banking syndicate and believes that binding arrangements can be put in place once the Consortium has been granted access to the information necessary to finalise its confirmatory due diligence. The Consortium expects that this due diligence process will require no longer than four weeks to complete.
On 27 July, 2009, Stagecoach confirmed that it was in exclusive discussions with the Consortium with regard to the potential acquisition from the Consortium of certain businesses of National Express, in the event that any offer from the Consortium were successful. The Consortium confirms that discussions with Stagecoach are well advanced and that an agreement of principles has now been reached on the disposal of the UK Bus and UK Rail businesses, which has helped the Consortium in the presentation of this Final Offer. Finalisation of the back-to-back agreement will require access to limited due diligence on the relevant businesses for Stagecoach and signing of a sale and purchase agreement.
Any formal binding offer from the Consortium, if made, would be subject only to the terms and conditions that are typical in the context of a UK public offer. For the avoidance of doubt, the formal binding offer is not now expected to be conditional on either of: (i) retention, following a change of control, of the Company's East Anglia and c2c rail franchises nor on the extension of the East Anglia franchise; or (ii) the completion of the sale of any businesses to Stagecoach.
The Consortium reserves the right to waive any or all of the pre-conditions and conditions set out above.
Enquiries:
Citigroup Global Markets Limited
David Wormsley
David James
Simon Alexander
Simon Lindsay
Grant Kernaghan
+44 207 986 4000
Brunswick
Michael Harrison
Richard Jacques
James Olley
+44 207 404 5959
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to the Consortium only and to no one else in connection with this announcement and will not be responsible to anyone other than the Consortium for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in connection with this announcement or any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of National Express, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of National Express, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of National Express by the Consortium or National Express, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Related Shares:
NEX.L