STOCKMANN LAUNCHES A PUBLIC TENDER OFFER FOR LINDEX

Montag, 01.10.2007 08:25 von Hugin - Aufrufe: 160

STOCKMANN plc ACQUISITION AND TENDER OFFER October 1, 2007, at 8.55 Stockmann plc ("Stockmann" or the "Company") and AB Lindex (publ) ("Lindex"), a Swedish company listed on OMX Nordic Exchange Stockholm AB (the "Stockholm Stock Exchange"), have today entered into an agreement whereby Stockmann or Stockmann's wholly-owned subsidiary will make a public tender offer, recommended by Lindex' Board of Directors, to acquire all the outstanding shares in Lindex (the "Offer"). THE OFFER ANNOUNCEMENT UNDER THE SWEDISH TAKEOVER RULES IS ATTACHED AS APPENDIX 1 HERETO. The consideration offered by Stockmann to the shareholders of Lindex is SEK 116 in cash for each share in Lindex. The total value of the Offer (based on an aggregate of 68,750,000 outstanding shares in Lindex) amounts to SEK 7,975 million. The CEO of Stockmann, Mr. Hannu Penttilä, comments: "Stockmann and Lindex are two strong companies in their domestic markets. The combination of the companies will create an excellent platform to grow particularly in Russia and in other East European markets, where Stockmann already has a considerable presence with over 4,000 employees currently in the area." Background and reasons for the Offer Stockmann is a Finnish company listed on OMX Nordic Exchange Helsinki Oy and engaged in the retail trade. Stockmann operates through three divisions: Department Store Division, Hobby Hall (specialized in mail order sales and e-commerce), and Seppälä (chain of fashion stores). Stockmann operates in Finland, Russia, Estonia, Latvia and Lithuania. The group gross sales in 2006 were EUR 1,553 million and profit before taxes EUR 129 million. Lindex is one of Northern Europe's largest fashion chains with a good profitability and a strong market position in its chosen core market areas, especially in Sweden, Norway and Finland. Lindex is in a similar strategic position as Stockmann, as both companies seek a large share of their future growth from new market areas. The combined group will benefit from Stockmann's strong foothold in Finland, Rus-sia and the Baltic countries and Lindex' strong presence in Sweden, Norway and Finland. Stockmann will continue to implement its communicated strategy of rapid expansion in Russia and Eastern Europe, according to previously presented plans. It is also the intention of Stockmann to continue the earlier communicated shareholder-friendly dividend policy. Stockmann estimates that earnings per share for the ac-counting period ending 31 December 2008 will be positively affected. Stockmann also estimates that in five years time approximately two thirds of sales will come from outside of Finland. One of the main objectives for the combined group will be to use the trademark Lin-dex to introduce the product assortment and concept of Lindex in the Russian market. The trademark and concept of Lindex are of central importance for the expan-sion of the combined group. The investment in Russia will be enhanced by Stock-mann's existing operations in the country and provides for the possibility to achieve significant synergies. Lindex is currently in the process of acquiring title to intellectual property rights in new markets. Stockmann's intention, with respect to Lindex is to: * Further strengthen the market position of Lindex in its existing market areas and benefit from good profitability and cash flow generation in these markets. * Facilitate the expansion of Lindex in Russia and selected other East European Markets. Based on its long-term experience of operating in the Russian and Baltic markets Stockmann is ideally positioned to introduce and grow the Lin-dex concept in Russia and selected other new markets. Several growth initia-tives in the chosen geographic areas are already ongoing. Lindex opened its first store in the Czech Republic in the autumn 2007. Stockmann will introduce the Seppälä concept in the Ukraine in 2008 and is currently exploring opportunities to introduce other retail concepts to the Ukrainian market. * Achieve cost savings through streamlining of operations and implementation of best practices within the Stockmann Group. Cost synergies can be achieved especially in combination with the expansion to new market areas, related to administration functions and scale benefits in purchasing and logistics operations. The new group The combination of Stockmann and Lindex will create a leading North European re-tail company with a strong and growing presence in Russia, the Baltic countries and Eastern Europe. For the latest reported rolling 12 month period, the new group had pro forma gross sales of EUR 2,229 million and an operating profit of EUR 153 million. (Please see footnote 1.) As of 31 August 2007, the new group had, on a pro-forma basis, 583 stores, whereof 211 in Finland, 193 in Sweden, 87 in Norway, 49 in Russia, 42 in the Baltic States and one store in the Czech Republic (please see footnote 2). The new group will employ approximately 14,000 employees. Description of Lindex Lindex is one of Northern Europe's largest fashion chains with over 300 stores in Sweden, Norway, Finland, Estonia, Latvia and Lithuania. Lindex' product areas are women's lingerie, women's wear, children's wear and cosmetics. The net sales of Lindex during the financial year ended 31 August 2007 were SEK 5,275 million, with an operating profit of SEK 475 million. Lindex Group key financials (SEK million) 12 months, 1 Sep-31 Aug 2004/05 2005/06 2006/07 Net sales 5,202 5,212 5,275 Operating profit 417 598 475* Profit after financial items 417 600 461* 31 August 2005 2006 2007 Total Assets 1,918 1,603 1,815 Shareholders' equity 1,032 667 617 Net interest-bearing liabilities -374 43 162 Operating profit margin % 8.0% 11.5% 9.0% Equity ratio % 53.8% 41.6% 34.0% Return on capital employed % 42.8% 64.8% *Including SEK 91m provision for closing costs of Lindex' operations in Germany The Offer in brief Shareholders of Lindex representing approximately 34 percent of the shares have ex-pressed their support for the Offer. The Board of Directors of Lindex has on the date hereof decided to recommend that shareholders of Lindex tender their Lindex shares to Stockmann pursuant to the terms and conditions of the Offer. Stockmann has committed funds available to finance the total cash consideration under the Offer pursuant to a facility agreement with certain banks. In order to refinance part of the bank financing raised to finance the Offer, Stockmann's Board of Directors is planning to initiate measures to increase shareholders' equity with the objective to maintain the equity ratio at a level of at least 40-50 percent. The offer period is expected to commence on 29 October 2007 and to end on 30 November 2007. The completion to the Offer is subject to the fulfillment or waiver of certain customary conditions. The complete terms and conditions of the Offer and information on how the Offer can be accepted will be included in the offer document to be published by Stockmann in connection with the Offer on or about 26 October 2007. Summa Capital acts as financial advisor and Roschier, Attorneys Ltd. as legal advisor as to Swedish and Finnish law to Stockmann in connection with the Offer. Helsinki, 1 October 2007 Stockmann plc Hannu Penttilä CEO Press conference A press conference in Finnish in connection to the Offer will be held in Radisson SAS Royal Hotel, Runeberginkatu 2, Helsinki, on 1 October 2007 at 10:00 am Finnish time (GMT+2) and a press conference and a webcast in English will be held in Stockholm in Grand Hotel, Södra Blasieholmshamnen 8, Stockholm, at 1:00 pm Swedish time (GMT+1). For further information, please contact Hannu Penttilä, CEO, tel. +358 9 121 5801 Heikki Väänänen, Executive VP, Director, Department Store Division, tel.+358 9 121 5230, or Pekka Vähähyyppä, CFO, tel. +358 9 121 3351 This stock exchange release is not and must not, directly or indirectly, be distributed or made public in Australia, Canada, Japan or South Africa. The Offer is not being made to persons in those jurisdictions or elsewhere where their participation requires further offer, filings or other measures in addition to those required by Swedish law. FOOTNOTES 1. Stockmann's financial figures for the period 1.7.2006-30.6.2007 and Lindex' financial figures for the period 1.9.2006-31.8.2007. Lindex' gross sales based on reported revenues added with an estimated VAT. Lindex' operating profit adjusted with a provision totaling SEK 91 M related to estimated closure costs for Lindex' German opera-tions. Exchange rate EUR/SEK = 9.3. 2. Opened on 20 September 2007 APPENDIX 1 This offer announcement is not and must not, directly or indirectly, be distributed or made public in Australia, Canada, Japan or South Africa. The Offer is not being made to persons in those jurisdictions or elsewhere where their participation requires further offer, filings or other measures in addition to those required by Swedish law. OFFER ANNOUNCEMENT 1 October 2007 at 8.55 STOCKMANN LAUNCHES A PUBLIC TENDER OFFER FOR Lindex Summary Stockmann ("Stockmann" or the "Company") and Lindex ("Lindex"), a Swedish com-pany listed on OMX Nordic Exchange Stockholm AB (the "Stockholm Stock Ex-change"), have today entered into an agreement whereby Stockmann or Stockmann's wholly-owned subsidiary will make a public tender offer, recommended by Lindex' Board of Directors, to acquire all the outstanding shares in Lindex (the "Offer"). - Stockmann offers SEK 116 in cash per each share in Lindex. (Please see footnote 1.) - The Offer reflects a premium of 31 percent compared to the average closing price of the Lindex share during the three months preceding the announcement of the presently outstanding offer by KappAhl and of 9 percent compared to the closing price of the Lindex share on 28 September 2007, being the last trading day before the announcement of the Offer. - The combination of Stockmann and Lindex will create a leading North European retail company with a strong and growing presence in Russia, the Baltic countries and Eastern Europe. - For the latest reported rolling 12 month period, the new group had pro forma gross sales of EUR 2,229 million and an operating profit of EUR 153 million. (Please see footnote 2.) - Stockmann will continue to implement its previously communicated strategy of rapid expansion in Russia and Eastern Europe and Stockmann is planning to introduce and grow the Lindex concept in Russia and selected other East European markets. - Stockmann estimates that earnings per share for the accounting period ending 31 December 2008 will be positively affected. - A press conference in Finnish in connection to the Offer will be held in Radisson SAS Royal Hotel, Runeberginkatu 2, Helsinki, on 1 October 2007 at 10:00 am Finnish time (GMT+2) and a press conference and a webcast in English will be held in Stockholm in Grand Hotel, Södra Blasieholmshamnen 8, Stockholm, at 1:00 pm Swedish time (GMT+1). The CEO of Stockmann, Mr. Hannu Penttilä, comments: "Stockmann and Lindex are two strong companies in their domestic markets. The combination of the companies will create an excellent platform to grow particularly in Russia and in other East European markets, where Stockmann already has a considerable presence with over 4,000 employees currently in the area." Background and reasons for the Offer Stockmann is a Finnish company listed on OMX Nordic Exchange Helsinki Oy and engaged in the retail trade. Stockmann operates through three divisions: Department Store Division, Hobby Hall (specialized in mail order sales and e-commerce), and Seppälä (chain of fashion stores). Stockmann operates in Finland, Russia, Estonia, Latvia and Lithuania. The group gross sales in 2006 were EUR 1,553 million and profit before taxes EUR 129 million. Lindex is one of Northern Europe's largest fashion chains with a good profitability and a strong market position in its chosen core market areas, especially in Sweden, Norway and Finland. Lindex is in a similar strategic position as Stockmann, as both companies seek a large share of their future growth from new market areas. The combined group will benefit from Stockmann's strong foothold in Finland, Russia and the Baltic countries and Lindex' strong presence in Sweden, Norway and Finland. Stockmann will continue to implement its communicated strategy of rapid ex-pansion in Russia and Eastern Europe, according to previously presented plans. It is also the intention of Stockmann to continue the earlier communicated shareholder-friendly dividend policy. Stockmann estimates that earnings per share for the ac-counting period ending 31 December 2008 will be positively affected. Stockmann also estimates that in five years time approximately two thirds of sales will come from outside of Finland. One of the main objectives for the combined group will be to use the trademark Lindex to introduce the product assortment and concept of Lindex in the Russian market. The trademark and concept of Lindex are of central importance for the expan-sion of the combined group. The investment in Russia will be enhanced by Stockmann's existing operations in the country and provides for the possibility to achieve significant synergies. Lindex is currently in the process of acquiring title to intellectual property rights in new markets. Stockmann's intention, with respect to Lindex is to: * Further strengthen the market position of Lindex in its existing market areas and benefit from good profitability and cash flow generation in these markets. * Facilitate the expansion of Lindex in Russia and selected other East European Markets. Based on its long-term experience of operating in the Russian and Baltic markets Stockmann is ideally positioned to introduce and grow the Lindex concept in Russia and selected other new markets. Several growth initiatives in the chosen geographic areas are already ongoing. Lindex opened its first store in the Czech Republic in the autumn 2007. Stockmann will introduce the Seppälä concept in the Ukraine in 2008 and is currently exploring opportunities to introduce other retail concepts to the Ukrainian market. * Achieve cost savings through streamlining of operations and implementation of best practices within the Stockmann Group. Cost synergies can be achieved especially in combination with the expansion to new market areas, related to administration functions and scale benefits in purchasing and logistics operations. The combination of Stockmann and Lindex will create a leading North European retail company with a strong and growing presence in Russia, the Baltic countries and Eastern Europe. Description of Lindex Lindex is one of Northern Europe's largest fashion chains with over 300 stores in Sweden, Norway, Finland, Estonia, Latvia and Lithuania. Lindex' product areas are women's lingerie, women's wear, children's wear and cosmetics. The net sales of Lindex during the financial year ended 31 August 2007 were SEK 5,275 million, with an operating profit of SEK 475 million. The Offer Stockmann, or its wholly-owned subsidiary, offers SEK 116 in cash for each share in Lindex (the "Offer Price"). The Offer Price will be adjusted should Lindex, prior to the settlement of the Offer, distribute a dividend or in any other way distribute or transfer funds to shareholders. No commission will be charged in respect of the settlement of the Lindex shares tendered to Stockmann under the Offer. The Offer reflects: - a premium of 31 percent compared to the average closing price of the Lindex share of SEK 88.6 during the three months preceding the announcement of the presently outstanding offer by KappAhl; and - a premium of 9 percent compared to the closing price of the Lindex share of SEK 106.5 on 28 September 2007, being the last trading day before the announcement of the Offer. The total value of the Offer (based on an aggregate of 68,750,000 outstanding shares in Lindex) amounts to SEK 7,975 million. Stockmann does currently not own or control any shares in Lindex. Stockmann has received confirmation from Lindex' Board of Directors that no op-tions under the share-based option programme for Lindex' senior executives have been subscribed for. Conditions to completion of the Offer The completion of the Offer is conditional upon: 1. that the Offer is accepted to such extent that Stockmann becomes the owner of more than 90 percent of the total number of shares in Lindex, on a fully diluted ba-sis; 2. that no other party publicly announces an offer to acquire shares in Lindex on terms more favorable for the shareholders in Lindex than the terms under the Offer; 3. that, with respect to the Offer, the acquisition of Lindex and the execution thereof, all necessary permits, approvals, decisions and similar clearances from authorities, including competition authorities, have been received on terms acceptable to Stockmann; 4. that Stockmann, with the exception of information publicly announced by Lindex or as otherwise disclosed in writing to Stockmann prior to the date of the public announcement of the Offer, does not discover that any information publicly announced by Lindex or otherwise made available to Stockmann is materially inaccurate or misleading or that any material information that should have been publicly disclosed by Lindex has not been so published; 5. that neither the Offer nor the acquisition of Lindex and its execution is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, authority decision, action by third party or similar circumstance, which is actual or could reasonably be anticipated and is outside the control of Stockmann, and which Stockmann could not reasonably have foreseen at the time of the public announcement of the Offer; 6. that Lindex through a final registration with the relevant authority has acquired title to the trademark "LINDEX" on the Russian market; 7. that no circumstance, which Stockmann did not have knowledge of at the time of the announcement of the Offer, has occurred or is likely to occur which has a material negative impact on, or can reasonably be expected to have a material negative impact on, Lindex' sales, results, liquidity, equity or assets; 8. that Lindex does not take any measures that are typically intended to impair the prerequisites for the Offer or the execution thereof; and 9. that disbursement is made in accordance with credit commitments issued by Stockmann's lenders. Stockmann reserves the right to withdraw the Offer in the event that it is clear that any, several or all of the above conditions are not fulfilled in whole or in part or cannot be fulfilled. As regards conditions 3. to 9. above, such withdrawal will however only be made if the defective fulfillment of such condition is of material impor-tance for Stockmann's acquisition of shares in Lindex. Stockmann reserves the right to waive, in whole or in part, one or several of the con-ditions above, including, with respect to condition 1. above, to complete the Offer at a lower level of acceptance. Recommendation of Lindex' Board of Directors The Board of Directors of Lindex unanimously recommends that Lindex' sharehold-ers accept the Offer. The Board of Directors of Lindex has received a fairness opin-ion from Handelsbanken Capital Markets, concluding that, in their opinion and subject to the qualifications and assumptions set out therein, the Offer Price is fair to Lindex' shareholders from a financial point of view. The recommendation and the fairness opinion will be appended to the offer docu-ment. Transaction agreement between Stockmann and Lindex Stockmann and Lindex have entered into a transaction agreement in connection with the Offer (the "Transaction Agreement"). The Transaction Agreement includes, inter alia, customary provisions on cooperation with respect to the offer document to be published by Stockmann in connection with the Offer and filings with relevant authorities, on Lindex' conduct of business in the ordinary course of business prior to completion of the Offer, on the recommendation of the Board of Directors of Lindex with respect to the Offer, and on so called non-solicitation as well as other re-lated provisions. Lindex has further undertaken to consult with Stockmann with regard to the implementation and execution of the Public Re-cap Transaction published on 3 September 2007 in order not to frustrate the Offer. The Transaction Agreement will be appended to the offer document. Lindex shareholders' support for the Offer Shareholders of Lindex representing approximately 34 percent of the shares have ex-pressed their support for the Offer. Due diligence review Stockmann has with the consent of Lindex' Board of Directors conducted a limited due diligence review of certain business, financial and legal information relating to Lindex. Financing of the Offer Stockmann has committed funds available to finance the total cash consideration under the Offer pursuant to a facility agreement (the "Credit Agreement") with Han-delsbanken Capital Markets, Svenska Handelsbanken AB (publ), Nordea Bank Finland Plc, OKO Bank plc and Sampo Bank plc as mandated lead arrangers, Danske Bank A/S, Helsinki Branch, Nordea Bank Finland Plc, OKO Bank plc and Svenska Han-delsbanken AB (publ), Branch Operation in Finland, as original lenders, OKO Bank plc as agent and Sampo Bank plc as documentation agent. The funds to be provided under the Credit Agreement will be used to finance the consideration payable under the Offer, to repay existing indebtedness of Lindex and its subsidiaries, to cover transaction expenses and for general corporate purposes. Drawdown pursuant to the Credit Agreement is subject to the conditions (i) that shareholders in Lindex have accepted the tender offer in respect of more than 90 percent of the total number of issued and outstanding shares in Lindex and (ii) that no change of control in Stockmann has occurred. Further, drawdown is subject to a limited number of conditions which are customary for financing of this kind and which are in practice controlled by Stockmann. Such conditions include delivery by Stockmann of documents evidencing its authority and capacity to enter into the Credit Agreement. They also include representations with respect to the corporate status of Stockmann and its subsidiaries, the legality and effectiveness of the financing documents and power and authority, compliance with undertakings relating to the granting of security, disposals and incurring financial indebtedness, in each case by Stockmann and its subsidiaries without taking account of Lindex, and the absence of certain events such as insolvency proceedings relating to Stockmann or its subsidiaries. After the Offer, Stockmann's net interest bearing debt will amount to approximately EUR 900 million, corresponding to an equity ratio of approximately 30 percent. In order to refinance part of the bank financing raised to finance the Offer, Stockmann's Board of Directors is planning to initiate measures to increase shareholders' equity with the objective to maintain the equity ratio at a level of at least 40-50 percent. Management and employees It is Stockmann's intention that the management of Lindex will continue in their current positions with the objective to further improve profitability and develop opera-tions in existing and new markets, in co-operation with the Stockmann Group man-agement. Preliminary timetable Publication of the offer document: 26 October 2007 Commencement of the offer period: 29 October 2007 Expiry of the offer period: 30 November 2007 Commencement of settlement: 5 December 2007 All dates are preliminary and subject to change. Stockmann reserves the right to extend the offer period and to postpone the date of the settlement. The completion of the Offer is subject, inter alia, to the approvals of competition authorities. Provided that each respective authority handles the process as anticipated, such approvals are expected to be granted during the month of November 2007, at the latest. Compulsory redemption proceedings and delisting As soon as possible after Stockmann has acquired shares representing more than 90 percent of the total number of shares in Lindex, on a fully diluted basis, Stockmann intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Lindex. In connection therewith, Stockmann intends to promote a delisting of Lindex' shares from the Stockholm Stock Exchange. Applicable law and disputes The Offer shall be governed by and construed in accordance with the laws of Sweden. The rules of the Stockholm Stock Exchange regarding public takeovers on the stock market (the "Takeover Rules") and the statements of the Swedish Stock Market Committee (Sw. Aktiemarknadsnämnden) regarding interpretation and application of the Takeover Rules (including its statements regarding the rules of the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté) on public takeovers) apply in relation to the Offer. Furthermore, Stockmann has, in ac-cordance with the Swedish Act on Public Takeovers on the Stock Market, contractu-ally undertaken to the Stockholm Stock Exchange to comply with said rules and statements and to submit to any sanctions imposed by the Stockholm Stock Exchange upon breach of the Takeover Rules. A corresponding undertaking is made to the shareholders in Lindex. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by the Swedish courts, and the City Court of Stockholm shall be the court of first instance. Advisors Summa Capital acts as financial advisor and Roschier, Attorneys Ltd. as legal advisor as to Swedish and Finnish law to Stockmann in connection with the Offer. Helsinki, 1 October 2007 Stockmann plc Hannu Penttilä CEO Press conference A press conference in Finnish in connection to the Offer will be held in Radisson SAS Royal Hotel, Runeberginkatu 2, Helsinki, on 1 October 2007 at 10:00 am Finnish time (GMT+2) and a press conference and a webcast in English will be held in Stockholm in Grand Hotel, Södra Blasieholmshamnen 8, Stockholm, at 1:00 pm Swedish time (GMT+1). For further information, please contact Hannu Penttilä, CEO, tel. +358 9 121 5801 Heikki Väänänen, Executive VP, Director, Department Store Division, tel. +358 9 121 5230, or Pekka Vähähyyppä, CFO, tel. +358 9 121 3351 FOOTNOTES 1. This amount will be adjusted should Lindex, prior to the settlement of the Offer, distribute a dividend or in any other way distribute or transfer funds to shareholders. 2. Stockmann's financial figures for the period 1.7.2006-30.6.2007 and Lindex' financial figures for the period 1.9.2006-31.8.2007. Lindex' gross sales based on reported revenues added with an estimated VAT. Lindex' operating profit adjusted with a provision totaling SEK 91 M related to estimated closure costs for Lindex' German operations. Exchange rate EUR/SEK = 9.3 APPENDIX 2 Certain financial information on Lindex The below information has been published in Lindex' financial statement 2006/2007 published on 14 September 2007. Income statement SEK M 1 September 2006-31 August 2007 Net sales Sales, net 5,275 Other operating income 62 Total operating income 5,337 Operating expenses Goods for resale -2,154 Gross profit 3,183 Other external costs -1,336 Personnel costs -1,204 Depreciation and write-down of tangible -168 and intangible fixed assets Operating profit 475 Result of financial investments Financial income 0 Financial expenses -14 Profit after financial items 461 Taxes Tax on the year's profit -158 Net profit for the year 303 Balance sheet SEK M 31 August 2007 Intangible fixed assets 344 Tangible fixed assets 335 Financial fixed assets 51 Inventories 739 Trade debtors 14 Other current receivables 122 Liquid funds 210 Total assets 1,815 Equity pertaining to the parent company's shareholders 617 Long-term liabilities and long-term provisions 64 Current liabilities and current provisions 1,134 Total equity, provisions and liabilities 1,815 STOCKMANN plc Hannu Penttilä CEO DISTRIBUTION OMX Nordic Exchange Helsinki Principal media
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