KMD
15/09/2015 09:54
TAKEOVER
NOT PRICE SENSITIVE
REL: 0954 HRS Kathmandu Holdings Limited
TAKEOVER: KMD: KMD: Update regarding Briscoe Group's Unsolicited Offer
KATHMANDU HOLDINGS LIMITED
ASX/NZX/MEDIA ANNOUNCEMENT
15 September 2015
UPDATE REGARDING BRISCOE GROUP'S UNSOLICITED TAKEOVER OFFER
Status of Briscoe Group's unsolicited takeover offer
Prior to announcing its unsolicited takeover offer ("Offer"), Briscoe Group
Limited ("Briscoe Group") obtained 19.9% of the shares in Kathmandu Holdings
Limited ("Kathmandu") for all cash consideration. As set out in its notice
lodged on 14 September 2015, Briscoe Group's substantial holding in Kathmandu
has risen from 19.9% to 22.171%.
As part of the Offer, as at 11 September 2014, Briscoe Group has received
total acceptances in relation to only 2.271% additional shares.
The Directors of Kathmandu note that Briscoe Group will not be increasing the
Offer price or extending the Offer period, unless the Offer becomes
unconditional as to level of acceptances. The closing date for the Offer is
currently 17 September 2015.
Shareholders are advised to take no action in response to the Offer.
Kathmandu Directors recommendation
The Directors of Kathmandu continue to believe that the Offer is inadequate
and does not reflect the underlying value of Kathmandu. As set out in the
Target Company Statement, the reasons why Directors believe that you should
REJECT the Offer include:
the Offer is below the Independent Adviser's valuation. The Independent
Adviser has valued each Kathmandu share at between NZ$2.10 and NZ$2.41 per
share, NZ$0.30 to NZ$0.61 above the implied value of the Offer of NZ$1.80
per share;
the Offer is inadequate and does not reflect the underlying value of
Kathmandu;
illustrative EPS accretion analysis for FY2016F indicates that Briscoe Group
can afford to offer more than the top end of the Independent Adviser's range
and still be accretive for Briscoe Group;
the Offer has been timed to exploit recent weakness in Kathmandu's share
price and an isolated period of challenging trading conditions;
the Offer fails to reflect the strength of Kathmandu's business and future
plans for growth;
becoming a Briscoe Group shareholder would change the profile of an
investment in Kathmandu. Kathmandu is a higher growth, geographically
diverse, vertically integrated retailer with a focus on outdoor travel and
adventure products. In contrast, Briscoe is a lower growth, New Zealand only
business with a greater focus on general homewares and sporting goods; and
the implied value of the Offer is uncertain. The Offer has a very high
proportion of consideration in Briscoe Group shares and minimal cash, which
will expose Kathmandu shareholders to movements in the value of Briscoe Group
shares.
For further information please contact:
Media:
Helen McCombie
Citadel-MAGNUS
+61 2 9290 3033
Investors:
Reuben Casey
Chief Financial Officer
+64 3 968 6166
1 The implied value of the Offer based on Briscoe Group's 1 month VWAP of
NZ$2.88 for the period up to and including 29 June 2015.
End CA:00270158 For:KMD Type:TAKEOVER Time:2015-09-15 09:54:47
