RNS No 1059q
BRENT INTERNATIONAL PLC
8 July 1999
PART 1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OF AMERICA OR CANADA
CHEMETALL GMBH
RECOMMENDED CASH OFFER FOR
BRENT INTERNATIONAL PLC
Summary
* The management board of Chemetall GmbH ("Chemetall") and the
board of Brent International PLC ("Brent") announce that
they have reached agreement on the terms of a recommended
cash offer to be made by Warburg Dillon Read on behalf of
Chemetall to acquire the whole of the issued and to be
issued ordinary share capital of Brent.
* Chemetall is a 100 per cent. subsidiary of Dynamit Nobel AG
("Dynamit"), itself a 99.5 per cent. subsidiary of
Metallgesellschaft AG ("Metallgesellschaft"). Chemetall
represents the speciality chemicals operations of the
Dynamit Group, which is managed by Dynamit as an operations-
orientated holding company. Dynamit is the parent company
for the chemicals sector of Metallgesellschaft, a technology-
orientated engineering and chemicals group.
* The Offer will be 118.5 pence in cash for each Brent
Ordinary Share, which values the fully diluted ordinary
share capital of Brent at approximately #82.0 million
(DM245.2 million).
* The Offer represents a premium of approximately 67 per cent.
over the closing middle-market price of 71 pence per Brent
Ordinary Share on 15 December 1998, the last dealing day
prior to the announcement that Brent was in talks that might
or might not lead to an offer being made for the Company.
* Chemetall has received irrevocable undertakings to accept
the Offer in respect of 22,539,705 Brent Ordinary Shares,
representing, in aggregate, approximately 33.3 per cent. of
the issued ordinary share capital of Brent.
Commenting on the Offer, Dr Jurgen Faesel, a member of the
board of Dynamit and Chief Executive Officer of Chemetall,
said:
"The acquisition of Brent represents an important step for
Dynamit to strengthen the globalisation of its core activities
and to expand its customer base. We are convinced that the
combination of Brent and Chemetall will create a stronger
player in surface treatment. The enlarged group will be better
positioned to provide the best possible value for both current
and future customers. "
Commenting on the Offer, Alec Daly, Chairman of Brent, said:
"The Board of Brent has been pursuing a strategy of
restructuring the group to enable Brent to participate in the
consolidation of our industry which, in the Board's view,
would have created significant long term value for our
shareholders.
It has become increasingly apparent that our options to
achieve this in current market conditions, while remaining
independent, are limited and, as previously announced, a
number of approaches have been received from potential
offerors for Brent.
The combination of Chemetall with Brent represents the best
proposal we have received and creates a leading worldwide
surface sciences business providing an excellent range of
products and services for customers and significant
opportunities for employees, while at the same time giving a
fair return to our shareholders."
This summary should be read in conjunction with the full text
of the following announcement.
Press enquiries:
Chemetall GmbH Telephone: +49 69 71650
Ernst-Joachim Molter
Dynamit Nobel AG Telephone: +49 2241 89 1529
Michael Koebl
Warburg Dillon Read Telephone: +44 171 567 8000
Simon Raynor
Clive Beattie
Brent International PLC Telephone: +44 1753 651812
Keith Hutchings
Lazard Brothers & Co., Limited Telephone: +44 171 588 2721
Christopher Hill
Clerkenwell Communications Telephone: +44 171 713 0900
John Coyle
Emma Kane
Warburg Dillon Read, the investment banking division of UBS
AG, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting for Dynamit Nobel AG
and Chemetall GmbH and for no one else in connection with the
Offer and will not be responsible to anyone other than Dynamit
Nobel AG and Chemetall GmbH for providing the protections
afforded to customers of Warburg Dillon Read nor for providing
advice in relation to the Offer.
Lazard Brothers & Co., Limited, which is regulated in the
United Kingdom by The Securities and Futures Authority
Limited, is acting for Brent International PLC and for no one
else in connection with the Offer and will not be responsible
to anyone other than Brent International PLC for providing the
protections afforded to customers of Lazard Brothers & Co.,
Limited nor for providing advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, fax, telex or
telephone) of interstate or foreign commerce, or of any
facility of a national securities exchange, of the United
States of America or Canada and the Offer will not be capable
of acceptance by any such use, means, instrumentality or
facility or from within the United States of America or
Canada.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OF AMERICA OR CANADA
CHEMETALL GMBH
RECOMMENDED CASH OFFER FOR
BRENT INTERNATIONAL PLC
1. INTRODUCTION
The management board of Chemetall GmbH and the board of
Brent International PLC announce that they have reached
agreement on the terms of a recommended cash offer to be
made by Warburg Dillon Read on behalf of Chemetall for
the whole of the issued and to be issued ordinary share
capital of Brent. Chemetall is a 100 per cent.
subsidiary of Dynamit Nobel AG, itself a 99.5 per cent.
subsidiary of Metallgesellschaft AG. Chemetall
represents the speciality chemicals operations of the
Dynamit Group, which is managed by Dynamit as an
operations-orientated holding company. Dynamit is the
parent company for the chemicals sector of
Metallgesellschaft, a technology-orientated engineering
and chemicals group.
The Offer will be 118.5 pence in cash for each Brent
Ordinary Share and values Brent's fully diluted ordinary
share capital at approximately #82.0 million (DM245.2
million). It represents a premium of approximately 67
per cent. over the closing middle-market price of 71
pence per Brent Ordinary Share on 15 December 1998, the
last dealing day before the announcement by Brent that it
was in talks that might or might not lead to an offer
being made for the Company.
The board of Brent, which has been so advised by Lazard
Brothers & Co., Limited, considers the terms of the Offer
to be fair and reasonable. In providing advice to the
board of Brent, Lazard Brothers & Co., Limited has taken
into account the board of Brent's commercial assessments.
The directors of Brent will unanimously recommend Brent
Ordinary Shareholders to accept the Offer as they and
certain of their close relatives and related trusts have
irrevocably undertaken to do in respect of their own
holdings of Brent Ordinary Shares. These holdings amount
to 255,846 Brent Ordinary Shares, representing
approximately 0.4 per cent. of Brent's issued ordinary
share capital. These undertakings are not capable of
being withdrawn in the event of a higher offer being made
for Brent and will only cease to be binding if the Offer
is not made, is withdrawn or lapses.
In addition, Chemetall has received undertakings to
accept the Offer from certain institutional Brent
Ordinary Shareholders in respect of a further 22,283,859
Brent Ordinary Shares, representing approximately 32.9
per cent. of Brent's issued ordinary share capital.
These undertakings will only cease to be binding if the
Offer is not made, is withdrawn or lapses or in the event
that a competing offer for Brent's ordinary share capital
of more than 130 pence per Brent Ordinary Share is
announced.
In total, Chemetall has therefore received undertakings
to accept the Offer in respect of approximately 33.3 per
cent. of Brent's issued ordinary share capital.
2. THE OFFER
The Offer will be made subject to the conditions and
further terms set out below and in Appendix I and to be
set out in the formal offer document on the following
basis:
for each Brent Ordinary Share 118.5 pence in cash.
Brent Ordinary Shares will be acquired by Chemetall fully
paid and free from all liens, equities, charges,
encumbrances and other interests and together with all
rights now or hereafter attaching thereto including the
right to receive and retain all dividends and other
distributions hereafter declared, made or paid.
The Offer will extend to any Brent Ordinary Shares which
are unconditionally allotted or issued prior to the date
on which the Offer closes (or such earlier date as, with
the Panel's consent or in accordance with the Code,
Chemetall may decide) as a result of the exercise of
options under the Brent Share Option Schemes or
otherwise.
3. INFORMATION ON DYNAMIT AND CHEMETALL
Dynamit is a large European chemicals company and
comprises five operating businesses: Explosives, Plastics
Engineering, Advanced Ceramics, Pigment Chemicals and
Speciality Chemicals. The last of these businesses,
Speciality Chemicals, is contained within Chemetall, a
wholly-owned subsidiary of Dynamit.
The management board of Chemetall believes that Chemetall
is one of the world's leading suppliers of innovative
speciality chemical products in the areas of surface
treatment and electroplating technology, special polymer
additives and compounds, and fine chemicals such as
lithium and caesium compounds. With subsidiaries,
manufacturing plants and service centres in more than 30
countries worldwide, Chemetall operates in close
proximity to its customers.
For the year ended 30 September 1998, Chemetall had
consolidated turnover of DM1.2 billion (#0.4 billion),
operating profit of DM121.3 million (#40.6 million) and
profit before tax of DM109.9 million (#36.8 million). For
the same period, Dynamit had consolidated turnover of
DM4.5 billion (#1.5 billion), operating profit of DM314.6
million (#105.2 million) and profit before tax of DM267.5
million (#89.5 million).
The consolidated net assets at 30 September 1998 of
Chemetall and Dynamit were DM258.2 million (#86.4
million) and DM933.5 million (#312.2 million)
respectively.
Dynamit is the parent company for the chemicals sector of
Metallgesellschaft, a technology-orientated engineering
and chemicals group.
Metallgesellschaft's shares are listed on the Frankfurt
Stock Exchange. Based on the closing middle-market price
of Euro 20.05 (DM 39.21) per Metallgesellschaft Share on
7 July 1999 (the last business day prior to this
announcement), Metallgesellschaft's market capitalisation
is approximately Euro 2.68 billion (DM5.24 billion or
#1.75 billion).
4. INFORMATION ON THE BRENT GROUP
Brent is a U.K. based chemicals group focusing on the
business areas of Surface Sciences and Aerospace ("SSA")
and Packaging Coatings.
SSA comprises business units in North America, the U.K.
and Germany, together constituting approximately 74 per
cent. of sales, and three smaller units in Italy,
France/Benelux and Spain. It serves a wide customer base
throughout Europe and North America. Its primary focus
is in metal surface treatment and aerospace applications.
Its aerospace brand, Ardox, is well respected in the
aerospace chemicals market while its surface treatment
products, sold under several brand names, are well
positioned in a number of market segments.
Brent announced the sale of its U.K. Inks and Coatings
business, Swale Process, on 23 April 1999 for #8.4
million comprising cash and the assumption of finance
lease obligations by the purchaser. The sale was
completed on 30 June 1999. Following that sale, Dyes, a
German water-based packaging coatings business, has been
retained.
For the year ended 31 December 1998, Brent recorded a
turnover of #126.4 million and a loss before tax of #9.3
million. However, the results for the businesses
retained following the sale of Swale Process showed
turnover of #70.0 million and operating profits before
shared and group costs of #7.8 million. The Brent
Group's net assets as at 31 December 1998 were #34.2
million.
5. REASONS FOR THE OFFER
Surface treatment chemistry is one of the core activities
of Chemetall. The acquisition will not only supplement
Chemetall's product portfolio in the expanding aircraft
maintenance chemicals market but will also strengthen its
position in the key markets of Europe and North America,
and will combine the technical knowledge of both groups,
thereby enhancing Chemetall's position in the field of
surface treatment.
6. MANAGEMENT AND EMPLOYEES
Keith Hutchings, Chief Executive of Brent, has played a
key role in restructuring the Brent Group. Following the
sale of Brent's Imaging and Inks and Coatings businesses,
this task is largely complete. Keith has therefore
decided to leave the Brent Group on 31 October 1999 or,
if earlier, the date on which the Offer becomes wholly
unconditional or lapses.
Chemetall has given assurances to the board of Brent that
the existing employment rights, including pension rights,
of all employees of the Brent Group will be fully
safeguarded.
7. BRENT SHARE SCHEMES
The Offer will extend to any Brent Ordinary Shares which
are unconditionally allotted or issued prior to the date
on which the Offer closes (or such earlier date as, with
the Panel's consent or in accordance with the Code,
Chemetall may decide) as a result of the exercise of
options under the Brent Share Option Schemes.
Appropriate proposals will be made in due course to the
holders of options with an exercise price of less than
118.5 pence per Brent Ordinary Share under the Brent
Share Option Schemes.
8. DISCLOSURE OF INTERESTS IN BRENT
To the best of Chemetall's knowledge and belief, neither
Chemetall nor any of its directors nor any person acting
in concert with Chemetall owns or controls any Brent
Shares or has any option to acquire any Brent Shares or,
save as set out above, has received any irrevocable
undertakings to accept the Offer in respect of any Brent
Ordinary Shares, nor have they entered into any
outstanding derivatives referenced thereto. For the
purposes of this statement, and in view of the
requirements for confidentiality, enquiries have not been
made of certain persons deemed to be acting in concert
with Chemetall. Any relevant disclosure which is
necessary in this connection will be included in the
formal offer document.
9. POSTING OF DOCUMENTS TO SHAREHOLDERS
Warburg Dillon Read, which is acting as financial adviser
to Dynamit and Chemetall, will despatch the formal offer
document to Brent Ordinary Shareholders in due course.
10. GENERAL
This announcement does not constitute an offer or an
invitation to purchase any securities.
Certain terms used in this announcement are defined in
Appendix II.
The availability of the Offer outside the United Kingdom
may be affected by the laws of other jurisdictions.
Persons in such jurisdictions should inform themselves
about and observe any applicable regulations and laws.
The Offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, fax,
telex or telephone) of interstate or foreign commerce, or
of any facility of a national securities exchange, of the
United States of America or Canada and the Offer will not
be capable of acceptance by any such use, means,
instrumentality or facility or from within the United
States of America or Canada. Accordingly, copies of this
announcement are not being, and must not be, mailed or
otherwise distributed or sent in or into or from the
United States of America or Canada.
Press enquiries:
Chemetall GmbH Telephone: +49 69 71650
Ernst-Joachim Molter
Dynamit Nobel AG Telephone: +49 2241 89 1529
Michael Koebl
Warburg Dillon Read Telephone: +44 171 567 8000
Simon Raynor
Clive Beattie
Brent International PLC Telephone: +44 1753 651812
Keith Hutchings
Lazard Brothers & Co., Limited Telephone: +44 171 588 2721
Christopher Hill
Clerkenwell Communications Telephone: +44 171 713 0900
John Coyle
Emma Kane
Warburg Dillon Read, the investment banking division of UBS
AG, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting for Dynamit Nobel AG
and Chemetall GmbH and for no one else in connection with the
Offer and will not be responsible to anyone other than Dynamit
Nobel AG and Chemetall GmbH for providing the protections
afforded to customers of Warburg Dillon Read nor for providing
advice in relation to the Offer.
Lazard Brothers & Co., Limited, which is regulated in the
United Kingdom by The Securities and Futures Authority
Limited, is acting for Brent International PLC and for no one
else in connection with the Offer and will not be responsible
to anyone other than Brent International PLC for providing the
protections afforded to customers of Lazard Brothers & Co.,
Limited nor for providing advice in relation to the Offer.
MORE TO FOLLOW
OFFUBUUUMBGBUBR
Wt B.crude Oil (LSE:BRNT)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Wt B.crude Oil (LSE:BRNT)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
