|done and dusted...
Offer Declared Unconditional in all Respects
RNS Number : 9058L
Electron House (Overseas) Limited
19 January 2009
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 OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
19 January 2009
Recommended Cash Offer
Electron House (Overseas) Limited, a wholly-owned subsidiary of Avnet, Inc. for Abacus Group plc
Offer Declared Unconditional in all Respects
The Boards of Avnet, Inc. (Avnet) and Electron House (Overseas) Limited
(Electron) announce Electron's Offer for Abacus Group plc (Abacus) has been
declared unconditional in all respects.
Avnet and Electron are pleased to announce that the European Commission has
unconditionally cleared the proposed acquisition of Abacus by Electron.
All of the conditions to the Offer as set out in the Offer Document dated 7 November 2008 have now been satisfied or waived and, accordingly, the Offer is declared unconditional in all respects.
As at 3:00 p.m. on 19 January 2009, valid acceptances of the Offer had been received in respect of 70,394,806 Abacus Shares, representing approximately 95.7 per cent. of Abacus's issued ordinary share capital.
Prior to the announcement of the Offer on 10 October 2008, Avnet had received irrevocable undertakings from the Abacus Directors as well as undertakings from certain other Abacus Shareholders in respect of, in aggregate, 22,240,559 Abacus Shares, representing approximately 30.2 per cent. of Abacus's issued ordinary share capital. Acceptances in respect of all of these Abacus Shares have been received pursuant to these undertakings and are included in the total number of valid acceptances referred to above.
The Offer, which remains subject to the terms set out in the Offer Document, will remain open for acceptance until further notice.
Abacus Shareholders who hold Abacus Shares in certificated form (that is, not in CREST), should complete, sign and return the Form of Acceptance in accordance with paragraph 16 (a) and (b) of Part II of the Offer Document as soon as possible.
Abacus Shareholders who hold Abacus Shares in uncertificated form (that is, in CREST), should comply with the procedure for acceptance set out in paragraph 16 (c) of Part II of the Offer Document as soon as possible.
Settlement of the consideration due under the Offer in respect of valid acceptances which have been received by today will be despatched within 14 days and, in the case of valid acceptances received after today, within 14 days of the receipt of such acceptances, valid and complete in all respects.
Compulsory acquisition, delisting and cancellation of trading
Electron intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily any remaining Abacus Shares in respect of which acceptances have not been received on the same terms as the Offer.
Electron also intends, as soon as it is practicable to do so, to procure that Abacus applies for the cancellation of admission to trading of the Abacus Shares on the London Stock Exchange and for Abacus's listing on the Official List of
the UK Listing Authority to be cancelled. It is anticipated that the cancellation of listing and trading will take effect no earlier than 20 business days from today.|
|Avnet have 30% plus irrevocable acceptances from certain major shareholders. This fact was detailed in the original Offer announcement. There is no reason to think that other institutional shareholders would vote against the deal.|
|Anyone guage what the majority shareholders likely to do ----accept the deal at 55 or reject.Is there any liklehood if it were rejected that a higher offer would come in?|
|Avnet are getting a great bargain in ABU.If the board had been more effective a much higher price would have been offered.Look at the meagre holdings of the directors. No wonder Avnet are getting a bargain.|
|I never said the deal wouldn't go through - I said I think cliff had overestimated the probability at 99.99%. I think the likelihood is high but not certain. I don't see the deal completing this year.
There's a number of reasons why I think the deal might not go through, some related to current market volatility, others relating to commpany-specific information and regulation. None of which I'm going to share with you, because I don't like you.
I strongly suspect you don't have any idea of what you're talking about.|
|Exactly cyberpost - I strongly suspect that Little Beaker has no idea who AVNET are.|
|The deal is as good as done.... AVNET are sitting on nearly £200m of cash. They have superb cash flow. £2b of net assets.
Moreover, they wouldnt have agreed a deal if finance wasnt in place. It would be plain daft to release an RNS saying an offer was agreed BEFORE financing was arranged.
I cant recollect one bid that fell through once an RNS was announced that a takeover was agreed by both parties (current banking scenarios dont count).|
|As a matter of interest why do you think that the deal might not go through, Little Beaker? And please do not tell me that the financing might be difficult to obtain!|
|I think it will go through okay but everyone can see ABU need it, so could get v.nervous.
I just sold because I think I can do better elsewhere in the short term in this very scary market. But hope everything goes well for holders.
Might get a counter bid yet. Then I'll look stupid|
|Think you might have overestimated the probability of this going through|
|The bid for Abacus is worth £42.2m; Avnet's market cap is $2.8 billion and its annual revenue is around $18 billion. In other words, this is a done deal -- 99.99% chance that it will happen?
So, buy now at 47p to get 55p in December. Better still, do it with a 10x leverage spreadbet and make 152% in ten weeks! :0)
|phil - you reckon 55p done and dusted before xmas? Seems a nice rate of return still considering you can buy at 49p right now and receive 55p in approx 2 months! Why the discount to a cash bid though - market uncertain that they can deliver on the cash?|
|Insiders, without doubt.
And there were lots of opportunities to make a smaller killing this morning - you could have bought for the first 30 minutes at up to 45p (42p first thing!) and get 55p cash before Christmas.
Gotta be in it etc............
No gain without pain.|
|So who was the big buyer yesterday - it clearly was not Avnet as they would have had to declare a stake along with their Offer this morning. Could a counter bidder be lurking in the wings or was it just some very clumsy insider dealing?|
|There was never any doubt it was going up!|
|Its a miracle - amazing. Black Friday and its up. Praise be to God.|
|well done guys
fortune favours the brave and all that.
was seriously thinking of buying in yesterday but in these markets i bottled it!|
55p will do me VERY well indeed!
Glad I kept the faith when all around lost their bottle.|
|good result... well done to those that bit the bullet and bought.. AVNET has made an offer... 55p cash/share :
Offer for Abacus Group plc
RNS Number : 5529F
10 October 2008
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 of such jurisdiction.
10 October 2008
RECOMMENDED CASH OFFER FOR ABACUS GROUP PLC
* The boards of Avnet, Inc. ("Avnet") and Abacus Group plc ("Abacus") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Avnet or one of its subsidiaries for the entire issued and to be issued share capital of Abacus (the "Offer").
* Under the terms of the Offer, Abacus Shareholders will be entitled to receive 55.0 pence in cash for each Abacus Share.
* The Offer values the entire issued and to be issued share capital of Abacus at approximately £42.2 million.
* The Offer represents a premium of approximately:
* 115.7 per cent. to the Closing Price of 25.5 pence per Abacus Share on 9 October 2008, being the day before this announcement;
* 139.1 per cent. to the Closing Price of 23.0 pence per Abacus Share on 17 September 2008, being the day before Abacus' announcement that it is in talks regarding a potential offer;
* 125.4 per cent. to the average daily Closing Price of 24.4 pence per Abacus Share for the three month period before Abacus' announcement that it is in talks regarding a potential offer; and
* 45.9 per cent. to the average daily Closing Price of 37.7 pence per Abacus Share for the six month period before Abacus' announcement that it is in talks regarding a potential offer.
* The Abacus Directors, who have been so advised by HSBC, consider the terms of the Offer to be fair and reasonable and unanimously recommend that Abacus Shareholders accept the Offer, as the Abacus Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial interests and holdings, being in aggregate 429,410 Abacus Shares, representing approximately 0.57 per cent. of the issued share capital of Abacus. In providing its advice, HSBC has taken into account the commercial assessments of the Abacus Directors.
* Avnet has received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the Abacus Directors as well as irrevocable undertakings from certain other Abacus Shareholders, in respect of, in aggregate, 22,240,559 Abacus Shares, representing 30.24 per cent. of the issued share capital of Abacus. The undertakings from the Abacus Directors remain binding in the event of a competing offer being made for Abacus. The undertakings from the Abacus Shareholders (other than the Abacus Directors) remain binding in the absence of a competing bid for a consideration which represents an improvement of 10 per cent. or more in the value of the consideration offered by Avnet.
* Avnet is one of the largest distributors of electronic components, computer products and technology services and solutions with more than 300 locations serving more than 70 countries worldwide. The company markets, distributes and optimises the supply-chain and provides design-chain services for the products of the world's leading electronic component suppliers, enterprise computer manufacturers and embedded subsystem providers. Avnet brings a breadth and depth of capabilities, such as maximising inventory efficiency, managing logistics, assembling products and providing engineering design assistance for its approximately 100,000 customers, accelerating their growth through cost-effective, value-added services and solutions. For the fiscal year ended 28 June 2008, Avnet generated revenue of approximately U.S.$18.0 billion. Avnet is a public company listed on the New York Stock Exchange since 1960.
* Founded in 1972, Abacus is one of the leading distributors of electronic components in Europe operating through a network of 39 local offices and five warehouses across 10 European countries and an Asian office and warehouse in Hong Kong. The business has developed both through organic growth in its core business of component distribution and through acquisition, which has resulted in an extended geographic presence and more diversified product range. Business activities are broadly split between three operating areas, which are composed of 21 separate trading operations, these being:
Abacus Electronic Component
Distribution; Abacus Embedded (specialist distribution); and
Alpha 3 Manufacturing. Abacus, which is headquartered in Newbury, UK, currently employs approximately 1,000 staff.
* The Offer is conditional, amongst other things, on the receipt of EU merger control clearance.
Commenting on the Offer, Roy Vallee, Chairman and Chief Executive Officer of Avnet, said:
"This acquisition of Abacus represents an excellent complement to our Electronics Marketing group in EMEA. With a respected management team, talented associates and a substantial number of new customers, Abacus provides Avnet with exciting growth opportunities in the region.
Our financial strength affords us the opportunity to acquire excellent companies like Abacus despite current conditions in the credit markets."
Commenting on the Offer, Anthony Westropp, Chairman of Abacus, said:
"The Abacus Directors believe that Abacus' share price has failed for some time to reflect the underlying value of the business. This, coupled with the high level of borrowings, has also frustrated Abacus from pursuing its preferred strategy of expansion through acquisition and acting as consolidator in the sector. Not only does the Avnet offer represent a healthy premium for shareholders, during a period of challenging trading conditions, but there is also a strong strategic business rationale for the acquisition."
Banc of America Securities is acting as exclusive financial adviser to Avnet in respect of the Offer. Allen & Overy LLP is acting as legal adviser to Avnet.
HSBC is acting as exclusive financial adviser to Abacus in respect of the Offer. Charles Russell LLP is acting as legal adviser to Abacus.
This summary should be read in conjunction with the full text of the attached announcement and the appendices.|
|Watch the city spivvs shake the tree in the morning as well if there is no RNS|
|Trade reports on ADVFN suggest lots of individual bargains, which could indicate small low quality spivvy buying, but in fact the big buyer is operating through the order book so what we are seeing on ADVFN could all relate to the one single purchaser. We saw the same sort of inspired heavyweight buying the day before the company first announced that it had received several approaches - surely now it is time for the Takeover Panel to force the company to update the market. My hunch is that we will get a bid tomorrow morning, but that may not be the end of it!|
|As you say mesquida, lots of buying here today - RNS imminent I should think.|
|Should hear something soon; I'm thinking 35p now after the recent scary ride.|