9th May 2008 11:45
Wincanton PLC09 May 2008 Not for release, publication or distribution, in whole or in part, in or into Australia, Canada, the United States of America or Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction For Immediate Release 9 May 2008 Wincanton plc ("Wincanton") Statement by Wincanton regarding a Possible Offer for TDG plc ("TDG") Further to TDG's announcement today, Wincanton confirms that it approached theBoard of TDG on 14 April with an indicative cash offer for TDG at a value of281.25 pence per ordinary share (equivalent to 290 pence per ordinary share lessthe dividend of 8.75 pence per share proposed on 27 February and payable on 23May 2008 which shareholders are entitled to retain). Wincanton reconfirmed thisindicative cash offer today. The Board of Wincanton believes that the indicative offer is attractive to TDG'sshareholders, being 15 pence per share higher than the indicative offer includedin Laxey Partners' announcement on 27 February 2008. Wincanton's indicative cashoffer would represent a premium of approximately 22 per cent. to TDG's closingshare price yesterday and a premium of approximately 30 per cent. to TDG'sclosing share price of 225.5 pence (less the dividend of 8.75 pence per shareproposed on 27 February and payable on 23 May 2008 which shareholders areentitled to retain) on 26 February 2008.(1) Since 14 April, Wincanton has undertaken preliminary due diligence withassistance from the Board of TDG, which supports its view that there is merit incontinuing to explore a combination of the two businesses in terms ofoperational overlap and complementary sector and geographic coverage. Wincantonalso believes that there may be attractive opportunities to generate significantprofit improvement through both cost-driven synergies and operationalefficiencies and to create value through improved utilisation of the combinedproperty portfolio. (2) No offer will be made if due diligence does not confirm Wincanton's assumptionswhich indicate that a transaction would be substantially value-enhancing forWincanton shareholders. The announcement of a formal offer would be subject to, inter alia, therecommendation of the Board of TDG, finalisation of financing, and satisfactorysupport from TDG's major shareholders. Any offer, if made, will also be subjectto, inter alia, the approval of Wincanton's shareholders. This announcement does not amount to a firm intention to make an offer. Therecan be no certainty that any offer will be made. Wincanton also reserves theright, with the recommendation of the Board of TDG to make an offer for TDG at alower price and/or to vary the mix of consideration specified. A further announcement will be made in due course if appropriate. Enquiries: Wincanton plc Tel: +44 (0)1249 710 000Graeme McFaull, Chief ExecutiveGerard Connell, Group Finance Director Lazard Tel: +44 (0)207 187 2000Richard StablesMelanie GeeJon Howells Buchanan Tel: +44 (0)207 466 5000Charles RylandJeremy Garcia The release, distribution or publication of this announcement in jurisdictionsother than the UK may be restricted by law and therefore any persons who aresubject to the laws of any jurisdiction other than the UK should informthemselves about and observe any applicable requirements. 1 Calculation of premium to TDG's closing share price yesterday of 230 pence(ex-div). Premium to TDG's share price on 26 February 2008 based on indicativeproposal at 281.25 pence compared to TDG's closing share price of 225.5 pence on26 February 2008 less the final dividend of 8.75 pence per share. 2 This is not to be taken as an indication that profits or earnings per sharewill necessarily be greater than those for the year in which the deal iscompleted. Lazard & Co., Limited is acting for Wincanton in connection with the mattersreferred to in this announcement and no-one else and will not be responsible toanyone other than Wincanton for providing the protections afforded to clients ofLazard & Co., Limited or for providing advice in relation to the mattersreferred to in this announcement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Wincanton or of TDG, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Wincanton or TDG, they will be deemed tobe a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Wincanton or of TDG by Wincanton or TDG, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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