CHU20 Apr 2011 08:16
Summary
· The boards of The Hanover and Chaucer are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Chaucer by 440 Tessera Limited ("BidCo"), a wholly-owned subsidiary of The Hanover (the "Acquisition").
· Under the terms of the Acquisition, Chaucer Shareholders will be entitled to receive:
- 53.3 pence in cash for each Chaucer Share (the "Acquisition Price"); and
- 2.7 pence in cash for each Chaucer Share as a final dividend (the "Final Dividend") in relation to the year ended 31 December 2010, which was announced by Chaucer on 7 March 2011.
· In aggregate, the Acquisition Price and Final Dividend value Chaucer's fully diluted share capital at approximately £313 million (or approximately US$510 million), and together represent the following multiples:
- 1.09x Chaucer's reported net tangible assets as at 31 December 2010; and
- 1.26x Chaucer's pro forma net tangible assets as at 31 December 2010, adjusted for the effects of catastrophe losses announced by Chaucer in 2011. The pro forma multiple of 1.26x does not account for other trading during the period since 31 December 2010.
· The Hanover has received irrevocable undertakings from Aberdeen Asset Managers Limited, Aberforth Partners LLP, Artemis Investment Management LLP, BlackRock Investment Management (UK) Limited, Henderson, J O Hambro Capital Management Limited, Moore Capital Management LP and Toscafund Asset Management LLP to vote in favour of the Scheme at the Court Meeting and the Chaucer General Meeting Resolutions at the Chaucer General Meeting in respect of, in aggregate, 116,629,886 Chaucer Shares, representing approximately 21.28 per cent. of the existing issued share capital of Chaucer.
· In addition, The Hanover has received a letter of intent from Aberdeen Asset Managers Limited to vote in favour of the Scheme at the Court Meeting and the Chaucer General Meeting Resolutions at the Chaucer General Meeting in respect of 4,996,109 Chaucer Shares, representing approximately 0.91 per cent. of the existing issued share capital of Chaucer.
· The Chaucer Directors, who have been so advised by Kinmont and Willis Capital Markets & Advisory, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Kinmont and Willis Capital Markets & Advisory have taken into account the commercial assessment of the Chaucer Directors.
Accordingly, the Chaucer Directors will unanimously recommend to Chaucer Shareholders to vote in favour of the Scheme at the Court Meeting and the Chaucer General Meeting Resolutions at the Chaucer General Meeting as they have irrevocably undertaken to do in respect of their own Chaucer Shares, which in aggregate amount to 7,684,699 Chaucer Shares, representing 1.40 pe