Buhrmann to Further Improve its Capital Structure
Amsterdam, The Netherlands (ots/PRNewswire)
- Planned repurchase of Preference Shares C
- Funded by a discounted rights issue, new debt securities and use of cash on hand
- Initial book loss but Earnings Per Share immediately accretive under IFRS
Buhrmann has reached a conditional agreement with US private
equity investors Apollo Management and Bain Capital and some other
investors to repurchase all outstanding Preference Shares C ("Pref
Cs"). The agreement is conditional on Buhrmann successfully raising
the funds required to satisfy the negotiated repurchase price of USD
520 million, the consent of Buhrmann's banking syndicate and the
receipt of the necessary shareholder approvals. Provided that all
conditions are fulfilled, the repurchase of the Pref Cs is expected
to be completed in early April 2005.CEO's Statement
Commenting on the proposed transaction Buhrmann President and CEO Frans Koffrie said: "We are pleased to have this opportunity to improve the position of our existing ordinary shareholders by limiting potential dilution through the conversion of the Pref Cs. Our solid 2004 results, strengthened financial position, current interest rate environment, as well as the weakness of the US dollar, provide a favourable background for this refinancing. It will enable Buhrmann to optimise its financing costs and should benefit shareholders through Buhrmann realising a more efficient and robust capital structure as well as a more transparent corporate governance structure."
Funding of the Transaction
It is planned that the funding for this transaction will be raised through a combination of a discounted rights issue of approximately EUR 250 million (60%), the issue of new debt securities of USD 150 million (27%) and the remainder through the utilisation of cash on hand (13%). This combination is expected to maintain Buhrmann's current credit standing, while cost of capital is affected favourably. The transaction is subject to obtaining an amendment to our Senior Credit Facility.
The proposed rights issue is being fully underwritten by a syndicate of banks that has agreed to underwrite up to 43 million shares at a minimum issue price of EUR 5.82 per share.
Under IFRS, the effect of the planned repurchase and related funding proposal on Earnings Per Share is accretive on an annual pro-forma basis by EUR 2 cents and increasing over time (e.g. EUR 4 cents in 2007).
Full version available on: www.buhrmann.com
Contact:
Media inquiries: Ewold de Bruijne, Manager Corporate Communications,
Tel. +31-(0)20-651-1034