EANS-Adhoc: Semperit AG Holding Takeover of Malaysian Latexx Partners leads to
next phase of global growth
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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
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announcement.
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Company Information
08.10.2012
- Semperit has secured a 47.3% stake in Latexx Partners from its core
shareholders
- Semperit will launch a voluntary conditional cash offer for all outstanding
shares and warrants of Latexx Partners
- Purchase and Offer Price of MYR 2.30 (EUR 0.58) per share in cash and MYR 1.77
(EUR 0.45) per warrant in cash
- Semperit will significantly improve its position among the world's leading
glove producers
Vienna/Kuala Lumpur, October 8, 2012. Semperit AG Holding ("Semperit")
(Bloomberg ticker: SEM:AV, Reuters: SMPV.VI) today entered into agreements to
acquire a significant stake in Malaysian Latexx Partners Berhad ("Latexx
Partners") (Bloomberg ticker: LTX:MK, Reuters: LATX.KL). In addition, Semperit
announces a voluntary conditional cash offer for all outstanding shares and
warrants of Latexx Partners. Assuming a 100% takeover of Latexx Partners, the
maximum transaction volume will amount to approximately MYR 603 million (EUR 152
million). The Offer is being made via Semperit Investments Asia Pte Ltd, a
wholly-owned subsidiary of Semperit, and is subject to the conditions outlined
below.
Listed on the Main Market of Bursa Malaysia, Latexx Partners is one of the
largest medical glove producers in Malaysia and number six in the world. In
2011, Latexx Partners generated revenue of MYR 441 million (EUR 104 million) and
an EBIT of MYR 66 million (EUR 16 million). The company owns six manufacturing
plants.
Semperit significantly strengthens its position in the global glove market
The planned acquisition represents a significant step for Semperit to achieve
its strategic objective of reaching an annual sales volume of 23 billion gloves
by 2015. Latexx Partners has an annual capacity of 9 billion gloves, thereof 6
billion with latest technology. Semperit expects to increase its annual glove
production capacity from the current level of 12 billion gloves by approximately
70% to about 20 billion. As a consequence, Semperit will significantly
strengthen its position among the top leading glove producers.
"This acquisition demonstrates our commitment to our growth strategy. We will
raise our global footprint by further diversifying our production in Asia and
strengthen our OEM business significantly", says Thomas Fahnemann, Chief
Executive Officer of Semperit. "We gain a strong foothold in the Malaysian glove
industry, which is the most important production hub globally. In return, Latexx
Partners in its capacity as a high-performance producer will benefit from our
global top-notch distribution network and sales team. This will lead to further
growth of Latexx Partners."
The transaction will also enhance Semperit's product offering. Semperit will be
able to serve new customer groups and gain access to new, innovative products.
In this regard Latexx Partners will complement Semperit's existing business
activities, particularly in Asia and the biggest glove market, the USA.
Core shareholders sell their stake to Semperit
Mr. Low Bok Tek, Chairman and CEO of Latexx Partners, has entered into a share
sale agreement with Semperit. He will divest his entire shares and warrants
holding comprising approximately 65.0 million ordinary shares (representing
29.3% of the ordinary shares outstanding) for a price of MYR 2.30 (EUR 0.58) per
share and 35.0 million warrants (representing 67.3% of all outstanding warrants)
for MYR 1.77 (EUR 0.45) per warrant. In addition, Semperit has secured access -
at the same prices - to 20.2 million ordinary shares (representing 9.1% of the
ordinary shares outstanding) and 9.6 million warrants (representing 18.4% of all
outstanding warrants) in Latexx Partners via put/call agreements with other
investors in Latexx Partners.
Based on a diluted basis of 274.1 million shares (post potential exercise of all
warrants) and the above listed number of shares and warrants from Mr. Low Bok
Tek and other investors, Semperit secured a 47.3% stake in Latexx Partners for
an amount of MYR275 million (EUR69 million).
Mr. Low Bok Tek has agreed to remain in his present position as CEO of Latexx
Partners.
Attractive Offer Price for 100% of Latexx Partners
In addition, Semperit is making a voluntary conditional offer for all
outstanding shares and warrants of Latexx Partners. The offer price per share is
MYR 2.30 (EUR 0.58) and the offer price per warrant is MYR 1.77 (EUR 0.45).
Assuming a 100% takeover of Latexx Partners, the maximum transaction volume will
amount to approximately MYR 603 million (EUR 152 million).
The Share Offer Price of MYR 2.30 (EUR 0.58) per share represents a premium of
28.5% to the closing price on October 5, 2012, 36.9% to the 1 month volume
weighted average price (VWAP), 37.7% to the 3 month VWAP and 43.8% to the 6
month VWAP of Latexx Partners' shares.
Semperit currently does not intend to maintain the listing status of Latexx
Partners, if Latexx Partners' free float falls below 25% required by the Bursa
Malaysia Listing Rules at the close of the Offer.
Conditions for Completion
The completion of the acquisition of Mr. Low Bok Tek's shares and warrants is
only subject to anti-trust clearance in Austria and Germany. The acquisition of
the shares and warrants of the other investors under the put/call agreements are
subject to completion of the acquisition of Mr. Low Bok Tek's shares and
warrants.
The voluntary conditional offer is subject to anti-trust clearance in Austria
and Germany, as well as Semperit Investments Asia Pte Ltd having received valid
acceptances, which when taken together with the shares already acquired, held,
or entitled to be acquired or held by it, of more than 50% of the issued shares
of Latexx Partners.
Note: The voluntary conditional offer is subject to the approval of the
Securities Commission Malaysia.
Details of the Offer will be set out in the announcement made by Latexx
Partners, available on the Bursa Malaysia Website at www.bursamalaysia.com.
Foreign exchange ratios: EUR/MYR exchange rate of 3.9713 provided herein as per
October 5, 2012 (as per closing of trading hours at Bursa Malaysia) as well as
annual average exchange rate for 2011 of 4.2513 (applied for 2011 financials
only).
About Semperit
The publicly listed company Semperit AG Holding is an internationally oriented
corporate group, which develops, produces and markets highly specialised
products made of rubber and plastics (examination and surgical gloves, hydraulic
and industrial hoses, conveyor belts, escalator handrails, building construction
profiles, cable car rings and railway superstructure products) in the Medical
and Industrial Business Sectors. The headquarters of this traditional Austrian
company whose roots date back to 1824 are located in Vienna, whereas the global
R&D centre is in Wimpassing, Lower Austria. Semperit employs a workforce of
about 8,100 people worldwide, of whom more than 5,600 work in Asia and more than
700 work in Austria. The Group encompasses 21 production facilities as well as
numerous sales offices in Europe, Asia and the Americas. In the 2011 fiscal year
the Group generated revenue of EUR 820 million and an EBIT of EUR 83 million.
About Latexx Partners
Latexx Partners is the world's sixth largest and one of the leading medical
gloves producers in Malaysia. The company owns six manufacturing plants. Latexx
Partners distributes its gloves to 80 countries, serving more than 300
customers. Latexx Partners employs more than 2,000 people. In the 2011 fiscal
year the company generated revenue of MYR 441 million (EUR 104 million) and an
EBIT of MYR 66 million (EUR 16 million).
Further inquiry note:
www.semperitgroup.com/en
Martina Büchele
Head of Group Communications
Tel.: +43 676 8715 8621
martina.buechele@semperit.at
Stefan Marin
Investor Relations
Tel.: +43 676 8715 8210
stefan.marin@semperit.at
end of announcement euro adhoc
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issuer: Semperit AG Holding
Modecenterstrasse 22
A-1030 Wien
phone: +43 1 79 777-230
FAX: +43 1 79 777-602
mail: investors@semperit.at
WWW: www.semperit.at
sector: Synthetics & Plastics
ISIN: AT0000785555
indexes: WBI, ViDX, Prime Market
stockmarkets: free trade: Berlin, official market: Wien, stock market: Stuttgart,
Frankfurt
language: English