NPX
15/02/2016 08:48
TAKEOVER
PRICE SENSITIVE
REL: 0848 HRS Nuplex Industries Limited
TAKEOVER: NPX: Indicative, non-binding conditional proposal to acquire NPX
NZX/ASX release 15 February 2016
Indicative, non-binding, conditional proposal to acquire Nuplex
Nuplex Industries Limited (NZX/ASX: NPX, "Nuplex") announced that it has
received an indicative, non-binding and conditional proposal (the "Proposal")
from Allnex Belgium SA/NV ("Allnex"), a leading global coating resins
producer backed by global private equity firm Advent International
Corporation ("Advent"), to acquire all of the outstanding shares in Nuplex
via a scheme of arrangement for a total of NZ$5.55 cash per share. This would
include any Nuplex interim dividend declared and paid between now and the
settlement of the Proposal. The price will be reduced by that dividend.
The Proposal follows a confidential approach from Advent regarding the
combination of Nuplex and Advent's portfolio company Allnex. Nuplex and
Allnex are complementary businesses and bringing them together would create a
leading, global, independent coating resins producer.
Following the initial approach, the Board entered into discussions, which
were strictly confidential and inconclusive. With the assistance of financial
and other advisers, the Board initially rejected Advent's proposals.
Subsequently, after three offer revisions since the initial offer from 30
October 2015, Allnex and Advent have submitted the current Proposal, offering
improved total consideration of NZ$5.55 per share.
The price represents a premium of 44% to Nuplex's closing price of NZ$3.86 on
12 February 2016, the date before the Proposal, and a premium of 35% to its
New Zealand volume weighted average price for the six months ended 12
February 2016.
After careful examination, the Board of Nuplex considers the offer to be
attractive for Nuplex's shareholders. As the Board believes engaging further
with Allnex and Advent is in the best interests of shareholders, Nuplex is
entering into advanced discussions and due diligence with the aim to agree a
binding Scheme Implementation Agreement. Shareholders would then vote on the
Proposal.
Accordingly, Nuplex has granted Allnex and Advent a period of exclusivity of
6 weeks. Nuplex has agreed (subject to the Board's typical fiduciary duties
under which the Directors are able to consider superior offers if they
arise), that during the exclusive due diligence period it will not solicit,
initiate or encourage any enquiries with a view to obtaining a competing
transaction to Allnex's and Advent's proposal. Equally, Allnex and Advent
have agreed that they will not purchase Nuplex shares on-market. The parties
have agreed reciprocal break fee arrangements should either not proceed with
the Proposal, subject to agreed exceptions.
Before the Proposal can be put to shareholders, the following conditions need
to be satisfied:
o Approval by the Board of Nuplex;
o Allnex and Advent satisfactorily completing their due diligence, allowing
financing to be finalised and receiving final approval from Allnex's Board
and Advent's Investment Committee;
o The parties enter into a mutually acceptable Scheme Implementation
Agreement.
The implementation of the scheme of arrangement would be subject to
conditions including regulatory approvals, a favourable Independent Adviser's
report, Nuplex shareholder approval and Court approval in New Zealand.
Nuplex Chairman Peter Springford said; "The Board is confident that Nuplex
management can deliver growth in earnings, particularly from the platform now
established in Asia and our new breakthrough technology, Acure(TM). However,
the Board knows that delivering this growth may take some time and that
shareholders may value the certainty of NZ$5.55 per share today, a premium of
44% over our current share price."
"The Board believes that this proposal, from a credible trade buyer, is
attractive and shareholders should have the opportunity to consider its
merits if an agreement can be reached by the parties. We are working with
Allnex and Advent to see if the outstanding conditions can be met so that a
finalised Proposal can be put to shareholders as soon as possible," concluded
Mr Springford.
The Board notes that initially, shareholders do not need to take any action
in response to the Proposal. If a final Scheme Implementation Agreement was
to be agreed, shareholders will receive documentation from the company,
outlining the proposed transaction details and including a recommendation
from the Board. Shareholders will then need to vote on the transaction.
There is no certainty that the Proposal will result in a binding offer for
the Company.
Nuplex will report its interim financial results for the 2016 Financial Year
on Thursday 18 February 2016.
Nuplex has retained UBS and Bell Gully as advisers.
Ends
For investor inquiries contact:
Josie Ashton, Investor Relations ? +612 8036 0906 ? [email protected]
For New Zealand media inquiries contact:
Louisa Jones, Porter Novelli on behalf of Nuplex ? +64 21 299 2628 ?
[email protected]
For Australian media inquiries contact:
Paula Hannaford, Kreab on behalf of Nuplex ? +61 413 940 180 ?
[email protected]
About Nuplex
Nuplex is a leading, global manufacturer of resins used in paints, coatings
and structural materials with annual sales of c.NZ$1.5 billion (c.US$1
billion). Listed on the NZX and the ASX, Nuplex is a global leader in
rheology control coatings technology, as well as performance and industrial
coating resins, particularly for Automotive OEM, Vehicle Re-finish, Wood, and
Protective coatings. From its 16 production sites located across Asia,
Europe, America and Australia and New Zealand, Nuplex has customers in over
80 countries worldwide. Through its global R&D network of local technical
service support, regional R&D centers and a dedicated Innovation Centre in
The Netherlands, Nuplex works in partnership with its customers to develop
the right solution for their coatings challenges.
About Allnex
Allnex, formerly Cytec Industries' Coating Resins business and acquired by
Advent in 2013 for US$1.15 billion, with sales of c. US$1.5 billion, is a
leading global producer of coating resins and additives for architectural,
industrial, protective, automotive and special purpose coatings and inks.
Allnex is recognized as a specialty chemicals pioneer and offers an extensive
range of products including innovative liquid resins & additives, radiation
cured and powder coating resins & additives and cross linkers for use on
wood, metal, plastic, and other surfaces. Today, Allnex has EBITDA of about
US$215 million and has a strong global presence with 17 manufacturing sites
and 12 research & technology support facilities throughout the world,
focusing on assisting its c.2,500 customers to rapidly bring advanced coating
solutions to market.
About Advent International
Founded in 1984, Advent International is one of the largest and most
experienced global private equity firms and a leading investor in the global
Chemicals industry. Advent's investment philosophy is centred around
supporting leading management teams and providing resources for further
growth, in order to execute on a mutually developed strategy and investment
case. To date, Advent has raised cumulative capital of c.US$40 billion, and
has executed over 310 transactions including over 30 investments in the
Chemicals industry. Advent has a strong track record of making significant
and successful investments, with recent chemicals transactions including
Allnex (formerly Cytec Industries' Coating Resins business), Oxea, Maxam and
Grupo Transmerquim. Advent also has extensive experience in conducting
Public-to-Private transactions, with recent examples including Douglas, Mediq
and Unit 4.
End CA:00277623 For:NPX Type:TAKEOVER Time:2016-02-15 08:48:49
