Inspec Group PLC - Rec.Offer by Laporte,etc-Pt.1
August 05 1998 - 4:16AM
UK Regulatory
RNS No 2759r
INSPEC GROUP PLC
5th August 1998
LAPORTE PLC
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RECOMMENDED CASH OFFER FOR INSPEC GROUP PLC
-------------------------------------------
INTERIM RESULTS FOR LAPORTE PLC
-------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN
PART ONE OF SIX
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Summary of the Offer
--------------------
* The Boards of Laporte plc ('Laporte') and Inspec Group
plc ('Inspec') announce a recommended cash offer for
Inspec at 340p per share to be made by Lazard Brothers &
Co., Limited ('Lazard Brothers') on behalf of Laporte.
The Offer values the share capital of Inspec at
approximately UK PDS 611 million on a fully diluted
basis.
* A Loan Note Alternative is also being offered.
* The Offer represents a premium of 2.3 per cent. to the
closing price of an Inspec Share of 332.5p on 4th
August, 1998, the last dealing day prior to this
announcement.
* The Offer represents a premium of 39.9 per cent. to the
closing price of an Inspec Share of 243.0p on 3rd
August, 1998, the last dealing day prior to the
announcement by Inspec that it was in advanced
discussions with Laporte.
* The Offer will be conditional on, inter alia, the
approval of Laporte shareholders.
* Laporte has received irrevocable undertakings to accept
the Offer from directors of Inspec, in respect of their
personal shareholdings in Inspec, representing in total
approximately 4 per cent of the issued ordinary share
capital of Inspec. These undertakings are binding even
if a competing offer is announced by a third party.
* As a result of market purchases on Tuesday, 4th August,
1998, Laporte is beneficially interested in 45.6 million
Inspec Shares representing 25.8 per cent. of the issued
share capital.
* Laporte develops, produces and sells speciality
chemicals and performance materials for niche markets
worldwide.
* Inspec is a leading manufacturer of fine, speciality and
performance chemicals. Inspec manufactures chemical
intermediates which are used as raw materials in the
life sciences, consumables, consumer durables, process
and heavy industries.
* The combination of Laporte's and Inspec's activities
would create a leading European niche speciality
chemical group with a strong position in most of the
areas in which the Enlarged Group will operate.
* Laporte believes that both groups will benefit from the
combination of businesses and that this combination will
create enhanced growth prospects for the Enlarged Group.
* Laporte expects that the acquisition (excluding the
effects of goodwill amortisation) will be earnings
neutral for the first full financial year following the
acquisition. This statement should not be interpreted
to mean that the future earnings per share of Laporte,
as enlarged by the acquisition of Inspec, will
necessarily be greater than the historical published
earnings per share of Laporte.
George Duncan, Chairman of Laporte, said today:
'We are delighted that two leading UK speciality chemical groups
have agreed to join forces. The Enlarged Group will emerge with
an enhanced competitive position founded on strong core
businesses. These will be focused on leading positions in niche
markets within speciality chemicals with strong growth prospects
and attractive profits and returns. This acquisition is
attractive both strategically and commercially for Laporte and
improves our growth prospects. We have also invited Dr. Hollowood
to join the Board following the acquisition'.
Commenting on the Offer, Dr. John Hollowood, Chairman of Inspec,
said:
'We are pleased to recommend this Offer to our shareholders. We
consider Laporte's proposal to represent an excellent opportunity
for Inspec's shareholders and we believe that, as a participant in
the merged group, Inspec's businesses will be enhanced for the
benefit of Inspec's employees and its customers. Laporte gives
Inspec greater scale to enable it to improve its international
competitiveness and provides it with a strong partner in the UK
speciality chemical industry'.
Key Highlights of Laporte Interim Results
-------------------------------------------
Despite a difficult trading environment, the Board of Laporte
remains confident that the Laporte Group will perform to the
highest levels within its industry.
Inspec Interim Results
-------------------------
Inspec announced today its interim statement for the six months
ended 30th June, 1998.
Venue
-----
A presentation for analysts will be held at 9.30am at Salters'
Hall, 4 Fore Street, London EC2.
This summary should be read in conjunction with the attached
announcements.
ENQUIRIES
---------
Laporte plc Tel: 0171 399 2400
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James Leng
Michael Kayser
Lazard Brothers & Co., Limited Tel: 0171 588 2721
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Nigel Turner
John Wilford
Finsbury Tel: 0171 251 3801
--------
James Murgatroyd
Tom Hampson
Inspec Group plc Tel: 01703 245 301
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Dr John Hollowood
Deutsche Bank AG London Tel: 0171 545 8000
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Jeremy Lucas
Adrian Fisk
Financial Dynamics Tel: 0171 831 3113
-----------------
Charles Watson
Lazard Brothers, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Laporte
and no one else in connection with the Offer and will not be
responsible to anyone other than Laporte for providing the
protections afforded to customers of Lazard Brothers, nor for
providing advice in relation to the Offer.
Deutsche Bank AG London, which is regulated in the United Kingdom
by The Securities and Futures Authority Limited, is acting for
Inspec and no one else in connection with the Offer and will not
be responsible to anyone other than Inspec for providing the
protections afforded to customers of Deutsche Bank, nor for
providing advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into or
by the use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex or
telephone) of interstate or foreign commerce of, or any facility
of a national securities exchange of, the United States, and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States,
Canada, Australia or Japan. Accordingly, except as required by
applicable law, copies of this announcement and any other
documents related to the Offer are not being, and must not be,
mailed or otherwise distributed or sent in or into or from the
United States, Canada, Australia or Japan and persons receiving
such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from such jurisdictions.
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