29th Oct 2009 07:07
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 IN THAT JURISDICTION Stagecoach Group plc ("Stagecoach") Statement regarding National Express Group plc ("National Express") Stagecoach notes with disappointment today's announcement by National Express that it does not intend to explore further the possibility of a combination with Stagecoach. Stagecoach believed that there was a compelling strategic and financial proposition for a combination which would have represented a unique opportunity to deliver incremental value for both sets of shareholders.
Stagecoach has spent significant time both with its advisers and financiers assessing the merits and execution considerations of a combination. Stagecoach was confident that such a transaction was deliverable in terms of any potential competition issues and had in place a clear plan with identified remedies. Furthermore, Stagecoach was confident that such a transaction could have been financed within an appropriate timeframe.
Stagecoach's analysis recognised that there are a number of attractive businesses within the National Express portfolio. Some of these businesses are at present delivering sub-optimal performance both relative to their historic performance and also when compared with the current performance of similar businesses in the sector or operated by Stagecoach. Stagecoach is confident that it possesses the management skill and experience to have improved the performance of National Express' underperforming businesses.
In addition, Stagecoach believes it would have contributed a number of important aspects to the enlarged business, including a robust capital structure and a proven management team led by an experienced and respected chief executive.
Stagecoach's proposal would also have sought to rebuild the working relationship with the Department of Transport that has clearly broken down with National Express, thereby removing a major area of uncertainty for National Express shareholders in relation to its existing rail franchises.
In light of the stance taken by the Board of National Express, Stagecoach therefore confirms as previously announced that, other than in the circumstances referred to below, it will not make an offer for National Express within six months from 3rd September 2009. For the purposes of Rule 2.8 of the City Code on Takeovers and Mergers (the "Code"), Stagecoach reserves the right to make or participate in an offer for National Express (and/ or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months from 3rd September 2009: (i) with the agreement or recommendation of the board of directors of National Express; (ii) following the announcement of an offer by or on behalf of a third party (other than the Consortium) for National Express; (iii) following the announcement by or on behalf of National Express of a "whitewash" proposal (for the purposes of Note 1 on the dispensation from Rule 9 of the Code) or a reverse takeover; or (iv) if there is a material change in circumstances. Enquiries:
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Stagecoach Group plc |
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Martin Griffiths, Finance Director |
Tel: 01738 442111 |
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Ross Paterson, Company Secretary |
Tel: 01738 442111 |
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Steven Stewart, Director of Corporate Communications |
Tel: 01738 442111 |
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Smithfield Financial |
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John Kiely |
Tel: 020 7360 4900 |
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Deutsche Bank AG |
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James Arculus |
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Eduard van Wyk |
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Nomura International plc |
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Charles Donald |
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Henry Phillips |
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG is acting as financial adviser to Stagecoach Group plc in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Stagecoach Group plc for providing the protections afforded to the clients of Deutsche Bank AG nor for providing advice in relation to the matters described in this announcement. Nomura International plc, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Stagecoach Group plc in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Stagecoach Group plc for providing the protections afforded to the clients of Nomura International plc or for providing advice in relation to the matters described in this announcement.
Related Shares:
SGC.LNEX.L