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Recommended cash offer to acquire the entire issued and to be issued share capital of Civica plc
Recommended cash offer to acquire the entire share capital of Civica plc
28 March 2008
Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction
RECOMMENDED CASH OFFER by CORNWALL BIDCO
(a company backed by the 3i Investors) to acquire the entire issued and to be issued share capital of CIVICA PLC
Summary
The Directors of Cornwall Bidco and the Independent Directors of Civica are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Cornwall Bidco to acquire the entire issued and to be issued ordinary share capital of Civica.
Highlights
The Offer is being made at a price of 270 pence in cash for each Civica Share and represents a premium of approximately: 33.7 per cent. to the Closing Price of 202 pence per Civica Share on 27 March 2008, being the last Business Day prior to the date of this announcement; and 39.8 per cent. to the average Closing Price of 193.15 pence per Civica Share for the six month period prior to the date of this announcement.
The Offer values the entire issued and to be issued ordinary share capital of Civica at approximately £190.0 million (assuming the exercise of all outstanding options which carry an exercise price of less than 270 pence per Civica Share).
Cornwall Bidco is a new company incorporated in England and Wales that has been formed for the purpose of making the Offer. Following the Offer becoming or being declared unconditional in all respects, Cornwall Bidco will be controlled by the 3i Investors, together with the Management Team and the Executives who will own a minority shareholding.
By reason of their interests in Cornwall Bidco, Simon Downing and Michael Stoddard, Chief Executive and Group Finance Director of Civica respectively, absented themselves from all deliberations of the Civica Board in connection with the Offer and a committee of the Civica Board, comprising the Independent Directors, was established for the purpose of progressing and considering the Offer and making the recommendation in relation to the Offer.
The Independent Directors, who have been so advised by Dresdner Kleinwort and Close Brothers, consider the terms of the Offer to be fair and reasonable and unanimously recommend that Shareholders accept the Offer and Independent Shareholders vote in favour of the Resolution at the General Meeting. In providing advice to the Independent Directors, Dresdner Kleinwort and Close Brothers have taken into account the commercial assessments of the Independent Directors.
Cornwall Bidco has received irrevocable undertakings from the Directors and certain institutional Shareholders to accept or procure the acceptance of the Offer in respect of a total of 26,148,618 Civica Shares, representing, in aggregate, approximately 41.48 per cent. of the existing issued share capital of Civica.
In addition, Cornwall Bidco has received a non-binding letter of intent to accept the Offer in respect of 3,305,716 Civica Shares, representing approximately a further 5.24 per cent. of the existing issued share capital of Civica.
Accordingly, Cornwall Bidco has received, in aggregate, irrevocable undertakings and a letter of intent to accept the Offer in respect of 29,454,334 Civica Shares, representing approximately 46.73 per cent. of the existing issued share capital of Civica. Cornwall Bidco will dispatch the Offer Document to Shareholders and, for information only, to holders of share options in Civica and publish it on Civica’s website (www.civicaplc.com), later today.
Commenting on the Offer, Simon Freer, Head of Technology at 3i Investments, said:
“Technology is a key sector focus for 3i and we are delighted to be in a position to invest in Civica. We are looking forward to working with the management team, led by Simon Downing, to help the business achieve its full potential. Civica's business reflects 3i's global presence and the underlying organic growth prospects for Civica remain strong. In addition, we are committed to supporting Civica's acquisitive strategy to continue to build its international presence in its core markets.”
Commenting on the Offer, Laurence Vaughan, Non-Executive Chairman of Civica, said:
"The Independent Directors are pleased to recommend this offer from 3i of 270 pence in cash for each Civica share. We believe that this offer represents an attractive premium and provides certainty of value for our shareholders. We are confident that 3i, a FTSE 100 company, will also be a strong partner for our business, its employees and customers, providing a robust platform for Civica for the future."
This summary should be read in conjunction with, and is subject to, the full text of this announcement.
The Offer is made subject to the conditions which are set out in Appendix I to this announcement and the full conditions and further terms to be set out in the Offer Document and (in respect of certificated Civica Shares) in the Form of Acceptance.
Enquiries:
3i Investments plc
Telephone: +44 (0) 207 928 3131
Simon Freer
Cornwall Bidco
Telephone: +44 (0) 207 760 2800
Simon Downing
Michael Stoddard
PricewaterhouseCoopers LLP
Telephone: +44 (0) 207 583 5000
(Financial adviser to Cornwall Bidco, 3i Investments and 3i Investors)
Andy Morgan
Simon Boadle
Andrew Perkin
JPMorgan Cazenove
Telephone: +44 (0) 207 588 2828
(Corporate broker to Cornwall Bidco, 3i Investments and 3i Investors)
Jonathan Wilcox
Shona Graham
Civica plc
Telephone: +44 (0) 780 268 2826
Laurence Vaughan
Dresdner Kleinwort
Telephone: +44 (0) 207 623 8000
(Financial adviser and corporate broker to Civica)
Simon Russell
James Rudd
Close Brothers
Telephone: +44 (0) 207 655 3100
(Rule 3 financial adviser to Civica)
Simon Willis
James Craven
Buchanan Communications
Telephone: +44 (0) 207 466 5000
(Financial PR adviser to Civica)
Tim Thompson
Maitland
Telephone: +44 (0) 207 379 5151
(Financial PR adviser to Cornwall Bidco)
Alistair Crabbe
FULL PRESS RELEASE
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