Fletcher Building receives final regulatory approval with NZCC clearance of its Recommended Offer for Crane Group
All necessary regulatory approvals have now been received
- Fletcher Building to waive the majority of remaining offer conditions
- 90% minimum acceptance condition and conditions within the control of Crane remain outstanding
- Announces acceleration of payment terms to 7 business days from the date on which the offer becomes unconditional
- Aggregate of Fletcher Building’s relevant interests in Crane and the Crane Shares subject to the Institutional Acceptance Facility represents 36 per cent of Crane ordinary shares
Fletcher Building Limited (Fletcher Building) today announces it has received clearance from the New Zealand Commerce Commission to proceed with its recommended takeover offer (Recommended Offer) for Crane Group Limited (Crane). All necessary regulatory approvals relating to the Recommended Offer have now been received.
As at 7.00pm on 24 February 2011, the aggregate of Fletcher Building's relevant interest in Crane Shares and the Crane shares subject to the Institutional Acceptance Facility was 36.0 per cent. More than 40 per cent (by number) of Crane Shareholders have already tendered their acceptance of the Recommended Offer.
Fletcher Building is pleased with the level of acceptances it has received to date, and announces two initiatives which are designed to bring the Recommended Offer to a successful close as soon as possible:
Fletcher Building today announces it has waived the majority of the remaining conditions of the Recommended Offer. The only outstanding conditions are the 90 per cent minimum acceptance condition and the "conduct of business", "no distributions" and "no prescribed occurrences" conditions, which contain standard protections that generally relate to certain actions within the control of the Crane Board; and Fletcher Building will accelerate the despatch of payment to accepting shareholders to within 7 business days once the Recommended Offer becomes unconditional.
Fletcher Building Chief Executive Officer Jonathan Ling said, "As a result of the New Zealand Commerce Commission clearance, Fletcher Building has now received all necessary regulatory approvals in relation to our offer for Crane."
"With the offer being unanimously recommended by the Crane Board of Directors, we encourage Crane shareholders to accept the offer without delay so that the 90 percent minimum acceptance condition can be satisfied."
Fletcher Building and Crane Directors encourage Crane Shareholders to ACCEPT the Recommended Offer
Receive A$3.50 in cash and one Fletcher Building share for each Crane share held. The total implied value to be received by Crane shareholders including the A$0.50 special dividend is A$10.36 per share.
Crane's Board of Directors is unanimously recommending that Crane shareholders ACCEPT the Recommended Offer in the absence of a superior proposal
Crane's Chairman and Chief Executive Officer have already accepted the Recommended Offer, and the other Crane Directors will now accept within two business days
The Independent Expert has concluded that the Recommended Offer is fair and reasonable to Crane shareholders
Receive a substantial 47 per cent premium for your Crane Shares
In the absence of the Recommended Offer or an equivalent or superior offer, the Crane share price is likely to trade below the implied value of the Recommended Offer consideration
How to ACCEPT the Recommended Offer
Crane shareholders can ACCEPT Fletcher Building's Recommended Offer immediately by completing and returning the acceptance form previously provided to you or by advising your Controlling Participant (usually your broker). Your acceptance must be received before the Offer Period ends, which is scheduled to be at 7.00pm (AEDT) on 11 March 2011 (unless further extended).
Shareholders requiring additional assistance or an acceptance form should call the Offer Information Line on 1300 042 036 (toll free for calls made within Australia), 0800 505 529 (free call for calls made within New Zealand) or +61 3 9938 4357 (for calls made outside Australia or New Zealand).
Formal notice of fulfilment / waiver of conditions
The Recommended Offer is being made by Fletcher Building (Australia) Pty Limited (Fletcher Building Australia), a wholly owned subsidiary of Fletcher Building.
A formal notice of the fulfilment of the condition of Fletcher Building Australia's offer in clause 12.8(a)(iv) (New Zealand Commerce Condition Approval) of its Bidder's Statement, along with a formal notice that the Recommended Offer has been freed from the conditions contained in Clauses 12.8(a)(vi) (Regulatory Approvals), 12.8(a)(vii) (No regulatory action), 12.8(a)(viii) (No enactments), 12.8(a)(ix) (No material adverse change), 12.8(a)(x) (Material contracts), 12.8(a)(xiii) (Equal access); and 12.8(a)(xv) (No break fees) is attached.
For further information contact:
Philip King
General Manager
Investor & Media Relations
Ph: +64 9 525 9043
Mob: +64 27 444 0203
Australian media should contact:
Mark Rudder
Cosway Australia
Mob: + 61 411 362 362
- Offer Consideration will be despatched to shareholders who accept the Recommended Offer within 7 business days after the later of the date on which the Recommended Offer becomes unconditional and the date on which the shareholder's valid acceptance is received. For Foreign Crane Shareholders the cash component of the consideration will be accelerated and the share consideration will continue to be dealt with in accordance with the terms of the Bidder's Statement.
- The total implied value to be received by a Crane shareholder who accepts the Offer equates to A$10.36 for each Crane ordinary share, based on the Fletcher Building share price of A$6.36 at the close of trade on ASX on 24 February 2011, A$3.50 in cash and assuming Crane shareholders receive the A$0.50 fully franked special dividend. The implied value of the Recommended Offer will vary as the market price of Fletcher Building shares on ASX changes from time to time.
- Premium to the one month volume weighted average price for Crane ordinary shares (adjusted for Crane's interim dividend of A$0.22) to 14 December 2010, being the day prior to Fletcher Building's announcement of its initial offer.