10 Dec 2015 07:00
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 OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY TRANSACTION AND THERE CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED, NOR AS TO THE TERMS OF ANY SUCH TRANSACTION.
10 December 2015
Powerflute Oyj
Receipt of preliminary proposal regarding a possible offer
Powerflute Oyj ("Powerflute" or the "Company") announces that it has received a preliminary proposal from Madison Dearborn Partners, LLC ("Madison Dearborn") regarding a possible offer for the entire issued and to be issued share capital of the Company (the "Proposal"), which the Board of Directors of Powerflute (the "Board") is considering.
The Proposal is:
- 90 pence in cash for each issued or to be issued Powerflute share held by shareholders other than Dermot F. Smurfit (Chairman of Powerflute) and Bacchantes Limited ("Bacchantes"), the investment vehicle of Sir Michael Smurfit; and
- 79 pence in cash for each Powerflute share held by Dermot F. Smurfit and Bacchantes, plus a contingent value right of 6 pence for each Powerflute share held by Dermot F. Smurfit and Bacchantes, payable 18 months after the completion date of any transaction (the "Trigger Date") in the event that the Powerflute business achieves EBITDA of €66 million (excluding EBITDA from any subsequent acquisitions) in the 12 months up to the Trigger Date.
The number of Powerflute shares in issue or to be issued at 9 December 2015 was 296,587,174 (including share options yet to be exercised but excluding shares held in treasury) of which 106,973,221 (36.1 per cent.) are held by Dermot F. Smurfit or Bacchantes.
Powerflute has been informed that Sir Michael Smurfit is an adviser to Madison Dearborn, and that the Proposal would permit partial co-investment by Bacchantes of a portion of Bacchantes's proceeds from the proposed transaction. Powerflute has been informed that Dermot F. Smurfit would not co-invest with Madison Dearborn as part of the Proposal.
The Proposal is subject to a number of pre-conditions typical for a transaction of this type including the continuation of due diligence and the availability of financing.
The Proposal will be evaluated by the independent members of the Board, comprising all directors other than Dermot F. Smurfit and Dermot S. Smurfit.
There can be no certainty that any formal offer will be made, or as to the terms of any offer.
A further announcement regarding the Proposal will be made as and when appropriate.
Investors are reminded that any offer for the entire issued and to be issued share capital of Powerflute would not be subject to the UK's City Code on Takeovers and Mergers nor Finnish takeover regulations.
This announcement is being made by Powerflute with the prior agreement and approval of Madison Dearborn.
- Ends-
Enquiries:
Rothschild (Financial Adviser to Powerflute) John Deans Neil Thwaites
| +44 20 7280 5000 |
Numis Securities Mark Lander (Corporate Broking) Andrew Holloway / Jamie Lillywhite (Nominated Advisor)
|
+44 20 7260 1000 |
About Powerflute
Powerflute is a paper and packaging group quoted on the AIM market of the London Stock Exchange (Ticker: POWR) which seeks to acquire businesses with strong fundamentals whose performance can be improved through a combination of management focus and targeted investment.
The Powerflute group currently has two main activities; Packaging Papers which trades under the name Powerflute and operates a paper mill in Kuopio, Finland producing a specialised form of Nordic semi-chemical fluting used in the manufacture of high-performance corrugated board; and Coreboard and Cores, which trades under the name Corenso and is a leading international manufacturer of high performance coreboard and cores, with coreboard mills in the United States and Europe and a network of core producing facilities in Europe, North America and China.
Nordic semi-chemical fluting is made from locally sourced birch and boxes manufactured using it demonstrate superior strength and moisture resistance and are used for transportation of fruit and vegetables, high-value industrial goods such as electrical appliances and automotive components. The Kuopio mill is one of only three suppliers of Nordic semi-chemical fluting in Europe.
Cores and coreboard are manufactured from recycled paper and are used for applications in paper, packaging, textiles, steel, aluminium and many other industries. Coreboard and cores produced by Corenso demonstrate superior strength and rigidity and are suitable for use in the most demanding applications.
For further information, please visit www.powerflute.com.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Powerflute and no one else in connection with the Proposal and will not be responsible to anyone other than Powerflute for providing the protections afforded to clients of Rothschild or for providing advice in connection with the Proposal or any matter referred to herein.
Numis Securities Limited ("Numis Securities"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Powerflute and no one else in connection with the Proposal and will not be responsible to anyone other than Powerflute for providing the protections afforded to clients of Numis Securities or for providing advice in connection with the Proposal or any matter referred to herein.