HRG14 Mar 2012 07:45
Hogg Robinson Group plc, the international corporate travel services company, announces that its indirect subsidiary, Hogg Robinson plc, has entered into a conditional agreement to acquire, subject to shareholder approval, the 42 per cent. interest in Spendvision which it does not already own for a total consideration of £13,440,000 (the "Proposed Acquisition"). The Proposed Acquisition is expected to complete on 30 March 2012, conditional on shareholder approval at a General Meeting of Shareholders to be convened for 30 March 2012.
Highlights
· Spendvision is a leading innovator in the development and support of transaction management solutions, including end-to-end expense management and payables automation.
· HRG's strategy is to provide a broader range of integrated products to its corporate clients linked to its own proprietary technology.
· The Directors believe that the Proposed Acquisition provides a timely opportunity to strengthen the HRG's product offering and end-to-end services proposition.
· Following completion of the Proposed Acquisition, the Group will have full operational control of Spendvision bringing a number of operational and financial benefits to the Group.
· The Consideration will be satisfied by £8,464,000 in cash from existing resources and 8,188,252 new Shares in the Company to the value of £4,976,000. The Vendors are also entitled to a cash payment of £1,956,000 on completion under pre-existing agreements resulting from earlier sales of shares held by them in Spendvision.
· The Proposed Acquisition is expected to be earnings neutral in the year ending 31 March 2013 and marginally earnings enhancing in the year ending 31 March 2014, excluding the benefit of any cost or revenue synergies.
· The Board, which has been so advised by its financial adviser, Collins Stewart, considers the terms of the Proposed Acquisition to be fair and reasonable so far as Shareholders are concerned. In giving advice to the Board, Collins Stewart has taken into account the Board's commercial assessments. The Board also consider that the Proposed Acquisition is in the best interests of Shareholders as a whole.
· Accordingly, the Board unanimously recommend that Shareholders vote in favour of the Resolution as the Board intend to do in respect of their beneficial holdings, amounting, in aggregate, to 4,893,349 Shares representing approximately 1.58 per cent. of the issued share capital of the Company at the date of this announcement.
· The Company has also received irrevocable undertakings and letters of intent from Shareholders to vote in favour of the Resolution at the General Meeting in respect of a further 209,504,743 Shares in aggregate, representing approximately 67.65 per cent. of the issued share capital of the Company at the date of this announcement (as more fully described