Thales S.A.
Ad hoc-Service: Thomson-CSF S.A.
Ad hoc-announcement edited and sent by DGAP.
The sender is responsible for the content of this announcement.
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Not for release, publication or distribution in or into the
USA, Canada, Australia or Japan.
13 January 2000
THOMSON-CSF RECOMMENDED CASH OFFER for RACAL
SUMMARY
– The Boards of Thomson-CSF (“Thomson”) and Racal Electronics
Plc (“Racal”) announce that they have reached agreement on
the terms of a recommended offer (the “Offer”) for Racal to
be made by Credit Suisse First Boston on behalf of Thomson
(or a subsidiary), to acquire the entire issued and to be
issued ordinary share capital of Racal.
– The making of the Offer is pre-conditional on the resolution
of certain competition jurisdiction issues and the Offer
will be subject, inter alia, to certain regulatory
clearances.
– The Offer will be 450p in cash for each Racal share, which
values the existing issued share capital of Racal (excluding
announced dividends) at approximately 1.32 billion (1.34
billion on a fully diluted basis). A Loan Note Alternative
will also be provided.
– Racal Shareholders will continue to be entitled to receive the
special dividend of 167p per share and the interim dividend
of 2.1p per share both of which were declared on 8 December
1999 (together the “Total Dividend”). Both of these
dividends are payable on 28 January 2000 to shareholders on
the register on 14 January 2000.
– Based upon the closing Racal share price of 430p on 12 January
2000, the day prior to this announcement, the Offer
represents a premium of approximately 4.7 per cent. The
Offer represents a premium of approximately 16.6 per cent
over an adjusted closing Racal share price of 385.9p on 30
December 1999 (adjusted to exclude the Total Dividend), the
last business day prior to the announcement that the two
companies were in discussions.
– Racal Shareholders will receive a total of 619.1p in cash
comprising the Offer and the Total Dividend, a total of
approximately 1.82 billion. This value represents a premium
of 37.6 per cent to the unadjusted closing Racal share price
of 450p on 1 November 1999 the day prior to the first
discussions between Thomson and Racal regarding a possible
offer.
– The Offer is unanimously recommended by the directors of Racal
and Thomson has received from directors of Racal irrevocable
undertakings to accept the Offer in respect of their entire
personal holdings of 4,921,579 Racal Shares, representing, in
aggregate, approximately l.68 per cent of Racal’s issued share
capital.
– The acquisition of Racal is expected to strengthen Thomson’s
position in defence electronics and systems and accelerate
the development of its growing high-technology commercial
electronics activities. It will also enhance the group’s
presence in the UK, a key European market and its second
largest after France.
– Racal’s Industrial Electronics businesses are a key attraction
of the acquisition and will, in many instances, complement
Thomson’s existing civil businesses. Thomson intends to
focus and develop these commercial businesses within its
recently formed Industrial Electronics division.
– The Board of Thomson anticipates that, even without taking
into account any synergies that might arise from the
combination, the transaction will be earnings enhancing from
the first full year following completion of the acquisition
(before goodwill amortisation).*
* This statement should not be interpreted to mean that the
Enlarged Thomson Group’s future earnings per share will
necessarily be greater or less than historic published
earnings per share of Thomson.
– Annual pre tax cost savings are expected to total at least
50 million Euro by the end of the second full year following
completion of the acquisition. Restructuring costs (on a cash
basis) are expected to total approximately 40 million Euro in
the first full year following completion of the acquisition.
End of Message
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