The Board of Findexa Limited ("Findexa") announces that it has
reached agreement on the terms of a recommended acquisition by Eniro
AB ("Eniro") to acquire the entire share capital of Findexa (the
"Acquisition").
In aggregate the offer amounts to NOK32.35 per Findexa share
(NOK33.55 per Findexa share including the right to accrued dividends
up to an assumed closing date of 30 November 2005) based on the Eniro
share price as of closing on 23 September 2005 of SEK92.25.
The terms of the Acquisition (before the right to accrued dividends
noted above) represent:
* A premium of approximately 10.0 per cent compared to the
closing price on 23 September 2005;
* A premium of approximately 17.1 per cent compared to the
average closing price over the last 30 trading days to 23 September
2005; and,
* A premium of approximately 29.4 per cent compared to the
initial public offer price in May 2004 of NOK25.0.
The key terms of the Acquisition include:
* Findexa shareholders will receive NOK22.23 in cash and 0.132 of
an Eniro share for every 1 Findexa share held. Based on an Eniro
Share price of SEK92.25 as at close on 23 September 2005 and
using an exchange rate of SEK:NOK 1.2035:1, the Acquisition
values each Findexa Share at NOK32.35 and the existing issued
share capital of Findexa at approximately NOK6,570 million.
* Findexa Shareholders will also be entitled to receive dividends
at the rate of NOK0.72 per share per quarter (or part thereof)
from 1 July 2005 up to the date of closing. Assuming a closing
date of 30 November 2005, the total accrued dividend per share
would amount to NOK1.20.
* The Acquisition will include a mix and match facility, so that
Findexa Shareholders would be able to elect to vary the
proportions of cash and shares they receive, subject to the
elections made by other Findexa Shareholders.
* The Acquisition is conditional on approval by the shareholders of
Findexa and Eniro as well as clearance by the Norwegian
competition authorities.
* Texas Pacific Group has given an irrevocable undertaking, subject
to certain conditions, to vote in favour of the Acquisition in
respect of the 61.1 per cent shareholding that funds under its
management hold in the Company.
Following the transaction, Findexa's current shareholders will hold
approximately 14.8 per cent of Eniro's enlarged share capital. Funds
managed by Texas Pacific Group will hold approximately 9.1 per cent
of Eniro's enlarged share capital (subject to the mix and match
election - see above). Eniro intends to support adding a
representative to Eniro's Board of Directors from the current Findexa
Board of Directors.
The Board of Findexa believes the terms of the Acquisition to be fair
and reasonable. The Board has received a fairness opinion from UBS
Investment Bank, which has been retained by Findexa as its financial
advisor. Accordingly, the Board of Findexa will unanimously recommend
Findexa Shareholders to vote in favour of the Acquisition.
Tom Vidar Rygh, Chairman of the Board of Findexa, commented:
"Shareholders are receiving an attractive total return on their
investment since our IPO last year. This offer represents an
opportunity to realise a premium and continue to participate in the
sector through exposure to Eniro shares. Our customers will benefit
significantly. Joining forces with Eniro will enable us to improve
service levels more quickly and increase the rate of new product
development, in both the offline and online segments. For our
employees, this also presents a major opportunity. We believe that
the Acquisition will lead to a more rapid and exciting development of
the business. "
It is intended that the Acquisition be implemented by way of a scheme
of arrangement under section 125 of the Companies (Jersey) Law 1991
(the "Scheme"). In connection with the Acquisition, Findexa and Eniro
have entered into a Scheme implementation agreement which provides
that both parties will, inter alia, use their reasonable endeavours
to achieve satisfaction of the conditions to the Acquisition and to
meet an agreed timetable for the implementation of the Scheme.
The Board of Findexa expects a circular in relation to the Scheme to
be posted to Findexa Shareholders within two to three weeks. The
Court Meeting for the Scheme, at which Findexa Shareholders will be
able to vote on the Acquisition, is expected to take place in
November 2005. It is currently estimated that the Scheme will become
effective before the end of 2005. The Scheme requires the approval of
75 percent by value of all Findexa shareholders and a majority by
number of Findexa shareholders voting at the meeting.
Findexa's largest shareholder, Texas Pacific Group, has given an
irrevocable undertaking to Eniro in respect of the 61.1 per cent
shareholding that funds under its management hold in Findexa under
which it has committed to vote in favour of the Acquisition at the
meeting to approve the Scheme. The irrevocable undertaking will cease
to be binding upon the announcement of a competing offer at a value
which is at least 7.5 per cent higher than the value of the
Acquisition, unless Eniro submits a revised offer within three days
so as to exceed the competing offer by at least 2.5 per cent.
The conditions to and the further terms of the Acquisition are set
out in the announcement made today by Eniro in connection with the
Acquisition. The conditions are summarised below:
* Approval by Findexa's and Eniro's shareholders
* Sanction of the Royal Court of Jersey of the Scheme
* Competition approval by the Norwegian Competition
Authority
* No other regulatory or legislative intervention occurring
prohibiting the Acquisition
* No event occurring which has a material adverse effect on
Findexa's operations in the period to completion
Findexa is entitled to terminate the Acquisition in the event of an
event occurring which has a material adverse effect on Eniro's
operations.
The Board of Directors of Findexa Limited
Tom Vidar
Rygh
Peter Darpö
Chairman
Stephen
Peel
Cornel Riklin
John Robinson
Further information:
Today at 12.30 p.m. Central European Summer Time, Findexa will host a
meeting and conference call for analysts. Please dial:
* from Norway: 800 82 119
* International: +47 22 39 18 00
A replay of the conference call will be available directly after the
conference call on www.findexa.no.
This press release must not be released or distributed in whole or in
part in or into the United States, Canada, Australia, Japan or New
Zealand. This press release is not an offer to purchase nor a
solicitation for an offer to sell securities, nor is it an offer to
sell securities. Securities may not be offered or sold in the United
States absent registration or an exemption from registration. No
offer will be made directly or indirectly in any jurisdiction where
prohibited by applicable law and any offer document and related
acceptance forms, if any, will not and may not be distributed,
forwarded or transmitted into or from any jurisdiction where
prohibited by applicable law. In particular, subject to certain
exceptions, no offer will be made, directly or indirectly, in or
into, or by use of the mails of, or by any means of instrumentality
(including without limitations, mail, facsimile transmission, e-mail
or telephone) of interstate or foreign commerce of, or any facilities
of a national securities exchange of, the United States, Canada,
Australia, Japan or New Zealand and no offer may be accepted by any
such use, means or instrumentality or from within the United States,
Canada, Australia, Japan or New Zealand, unless otherwise provided by
the terms of any such offer.
Contacts:
Findexa Torild Lid
Uribarri, +47 911 55 381
Communications
Director
UBS Investment Bank Tom
Cooper +44 207 567 8000
Hakan Erixon
College Hill Mark
Garraway +44 7771 860 938
Brynhildsen Woldsdal Rune
Brynhildsen +47 905 57 793
About Findexa:
Findexa is one of the leading media companies in Norway, and the
largest publisher of directory products. Findexa's main trade marks
are Gule Sider(R), Telefonkatalogen(TM), Ditt Distrikt (R) and BizKit
(R). The products are distributed through printed directories, on the
internet, via SMS, on CD-ROM's and through the directory assistance
service Telefonkatalogen (TM) 1880.
In 2004, Findexa published 115 printed titles with a combined
circulation of approximately 9 million copies, in addition to
distribution of the trade marked services and products through its
electronic channels. Findexa has offices in Oslo, Stavanger, Bergen,
Trondheim, Tønsberg and Gjøvik, and has approximately 1,050
employees.
About Eniro:
Eniro is the leading search company in the Nordic media market. Eniro
offers channels of communication for buyers and sellers wishing to
link up and contract with each other. In depth local and quality
assured information is always available so finding people, businesses
and products becomes easy.
Eniro is active in northern Europe and has approx 4,500 employees.
Eniro offers products and services via several search media to
increase availability for users and exposure for advertisers. This
includes printed directories, directory assistance, internet and
mobile services.
In 2004, Eniro published more than 700 titles with a combined
circulation of some 26 million copies. More than one billion searches
were performed on Eniro's total networks during 2004. Eniro shares
have been listed on Stockholmsbörsen (Stockholm Exchange) since
October 2000.
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