Offer Announcement
This Offer Announcement and the Offer to which this Offer Announcement relates are not directed at Shareholders and Warrant Holders whose participation in the Offer would require the issuance of an offer document, registration or other activities other than what is required under Danish law. The Offer is not made, directly or indirectly, to Shareholders and Warrant Holders resident in any jurisdiction in which the submission of the Offer or acceptance thereof would contravene the law of such jurisdiction. Any Person acquiring possession of this Offer Announcement or the Offer Document to which this Offer Announcement relates is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
This Offer Announcement does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document, which contains the full terms and conditions of the Offer, including details of how the tender offer may be accepted. Thrane & Thrane Shareholders and Warrant Holders are advised to read the Offer Document and any Supplements to the Offer Document, as they contain important information. The Offer is not being made, directly or indirectly, in, into or from Canada, Australia, Japan, or South Africa or any other jurisdiction where to do so would violate the laws in that jurisdiction (a “Restricted Jurisdiction”), and the Offer does not apply and cannot be accepted from within Canada, Australia, Japan or South Africa or any other Restricted Jurisdiction.
Offer to the Shareholders and Warrant Holders of Thrane & Thrane
Offer Announcement
(pursuant to Executive Order No. 221 of March 10, 2010 on Takeover Bids (the “Danish Takeover Order”)).
Lockman Electronic Holdings Ltd., Company registration no. 01672274, a limited liability company incorporated under the laws of the United Kingdom of Great Britain and Northern Ireland with its registered office at Brook Road, Wimborne, Dorset BH21 2BJ, United Kingdom (“Lockman Electronic Holdings”) and a Subsidiary of Cobham plc, Company registration no. 30470, Brook Road, Wimborne, Dorset BH21 2BJ, United Kingdom , submits a voluntary public offer (the “Offer”), to the Shareholders and Warrant Holders of Thrane & Thrane A/S, a Danish limited liability company incorporated under the laws of Denmark, Company registration no. (CVR) 65 72 46 18, with its registered office at Lundtoftegårdsvej 93 D, DK-2800 Kgs. Lyngby, Denmark (“Thrane & Thrane”), pursuant to the offer document dated 19 April 2012 (as it may be amended or supplemented at any given time, the “Offer Document”). Terms not defined in this Offer Announcement shall have the same meaning as set out in the Offer Document.
The Offer Price for Shares and the Offer Price for Warrants represents a premium of 43 per cent to the closing price per Share as derived from the Nasdaq OMX Copenhagen A/S on 24 February 2012, 56 per cent to the average price per Share as derived from the Nasdaq OMX Copenhagen A/S during the three months up to and including 24 February 2012 and 70 per cent to the average price per Share as derived from the Nasdaq OMX Copenhagen A/S during the six months up to and including 24 February 2012; 24 February 2012 being the last trading day on the Nasdaq OMX Copenhagen A/S prior to Thrane & Thrane’s 27 February 2012 announcement that it had received an unsolicited indication of interest in acquiring Thrane & Thrane. All share prices are in DKK per Share of a nominal value of DKK 20. The average prices are calculated on the basis of daily closing prices of the Shares in the stated period as quoted on Nasdaq OMX Copenhagen A/S. The Offer represents a multiple of 14.8x EBIT for the twelve month period up to 31 January 2012.
Extract of the Terms and Conditions of the Offer:
Offer Price for Shares:
The shareholders of Thrane & Thrane (the “Shareholders”) are offered DKK 420 in cash for each Thrane & Thrane share (“Share”) of a nominal value of DKK 20 (the “Offer Price for Shares”). The Offer Price for Shares constitutes the final Offer Price for Shares and Lockman Electronic Holdings will not increase the Offer Price for Shares. See, however, clause 3.16 of the Offer Document.
In the event that Thrane & Thrane pays dividends or other distributions to the Shareholders prior to settlement of the Offer, Lockman Electronic Holdings reserves the right to reduce the Offer Price for Shares by the amount of such dividend or distribution per share on a DKK-for-DKK basis.
The shareholders shall pay all brokerage fees and/or other costs arising from the sale of their shares and such fees or costs shall not be borne by Lockman Electronic Holdings.
Offer Price for Warrants:
The warrant holders of Thrane & Thrane (the “Warrant Holders”) are offered a price equal to the Offer Price for Shares less the strike price for each warrant (“Warrant”) (the “Offer Price for Warrants”). The exercise prices of the individual Warrants depend on the date of grant and may differ. The Offer Price for Warrants constitutes the final Offer Price for Warrants and Lockman Electronic Holdings will not increase the Offer Price for Warrants. See, however, clause 3.16 of the Offer Document.
If the strike price for Warrants is adjusted pursuant to the terms and conditions of the regulations for such Warrants, the Offer Price for Warrants is adjusted so as to equal the Offer Price for Shares less the adjusted strike price for each Warrant.
The selling Warrant Holders shall pay all brokerage fees and/or other costs arising from the sale of their warrants and such fees or costs shall not be borne by Cobham.
Offer Period:
The Offer is valid as of 19 April 2012 and expires on 21 May 2012, at 20:00 CET (for Shareholders) and at 12:00 noon CET (for Warrant Holders).
However, the Offer Period may be extended by publication of a Supplement in accordance with Section 15 of the Danish Takeover Order and as set forth in the Offer Document.
Acceptance procedure for Shares:
Shareholders wishing to accept the Offer and thereby sell their Shares to Lockman Electronic Holdings on the terms and conditions set out in the Offer Document must contact their own custodian bank, requesting that acceptance of the Offer be communicated to:
Danske Bank
Corporate Actions
Holmens Kanal 2-12
DK-1092 Copenhagen K
Denmark
Shareholders wishing to accept the Offer must use the acceptance form for shareholders attached to the Offer Document. The Shareholders are requested to note that acceptance of the Offer must be notified to their own custodian bank in sufficient time to allow the custodian bank to process and communicate the acceptance to Danske Bank who must have received such acceptance prior to the expiry of the Offer Period on 21 May 2012 at 20:00 CET).
The time until which notification of acceptance may be given will depend on the individual agreements with, and the rules and procedures of, the relevant custodian bank and may be earlier than the last day of the Offer Period.
Acceptance procedure for Warrants:
Warrant Holders wishing to accept the Offer must submit:
- the acceptance form for Warrant Holders attached to this Offer Document – filled in and signed; and
- a copy of the Warrant Holder’s warrant agreement for each grant of Warrants;
to:
Danske Bank
Corporate Actions
Holmens Kanal 2-12
DK-1092 Copenhagen K
Denmark
Tel: (+45) 70 23 08 34
Fax.: (+45) 43 55 12 23
Email: prospekter@danskebank.dk
The Warrant Holders are requested to note that acceptance of the Offer must be notified to Danske Bank prior to 21 May 2012 at 12:00 noon (CET). The Warrant Holders are requested to note that the Offer will only be considered accepted when all the documents specified above are received by Danske Bank.
Completion:
At Completion, subject to the terms and Conditions of the Offer, Lockman Electronic Holdings will acquire title and all rights to the Shares and/or Warrants tendered in the Offer, including, for the avoidance of doubt, the right to exercise Warrants. See clause 3.7 of the Offer Document regarding the special terms for tied-up Employee Shares.
Settlement:
The Offer will be settled in cash through the Shareholder’s own custodian bank for Shareholders and through Danske Bank for Warrant Holders.
Settlement will be effected as soon as possible and is expected to take place three Business Days after Lockman Electronic Holdings has announced the Completion of the Offer.
Lockman Electronic Holdings expects that settlement will be effected on or prior to 30 May 2012. An extension of the Offer Period to a date subsequent to 21 May 2012 will postpone the date of settlement. The new settlement date will appear from the Supplement.
Special rules apply to settlement of Thrane & Thrane shares that are tied up Employee Shares. Reference is made to clause 3.7 of the Offer Document for a further description thereof.
Conditions to the Offer:
The Offer is subject to and conditional upon a number of conditions being satisfied or waived by Lockman Electronic Holdings, including:
Lockman Electronic Holdings owns or has received valid acceptances of the Offer for Shares and Warrants in respect of an aggregate of more than 50 per cent of the maximum number of Shares that would be outstanding after full conversion of all Warrants (including the current shareholding of Lockman Electronics Holding, see the Offer Document clause 1.1) (excluding the Company’s treasury shares, if any) and acceptances of the Offer for voting rights in respect of an aggregate of more than 50 per cent of the maximum voting rights in the Company after such full conversion (the “Minimum Acceptance”);
ii. Thrane & Thrane does not sell (and does not agree to sell) or in any other way dispose of any of its holding of treasury shares, if any, except by selling its treasury shares to Lockman Electronic Holdings;
iii. the Board of Directors does not utilise any of the authorisations in the Articles of Association to issue Shares or Warrants, except in accordance with obligations assumed prior to the Offer Date;
iv. the Offer is not prevented or rendered unlawful by any material litigation or Rule or Order by any public authority or Nasdaq OMX Copenhagen A/S.
v. to the extent that any merger control consents or approvals from any governmental authority or EU authority are required for Completion, all necessary notifications have been made (1) and all review periods (including extensions thereof) have expired, lapsed or been terminated and all such clearances or approvals have been granted (or deemed in accordance with the relevant law to have been granted) by the relevant authority;
vi. there have been no amendments to the Articles of Association adopted or registered after the Offer Date;
vii.there has been no adoption of payment of dividends, share repurchases, capital decreases or other distributions – cash or in kind – after the publication of this Offer;
viii. no Material Adverse Change shall have occurred after 31 January 2012 and Thrane & Thrane shall not have published information about the occurrence of a Material Adverse Change;
ix. no Force Majeure which would impede the Completion shall have occurred with regard to Lockman Electronic Holdings or Thrane & Thrane after the publication of this Offer Document, and;
x. Thrane & Thrane has since 31 January 2012 conducted its business in accordance with its ordinary course of business as conducted up until 31 January 2012.
Lockman Electronic Holdings may, in its sole discretion, waive or reduce the scope of one or more of the conditions by publication of a Supplement to the Offer Document in accordance with section 15(1), see section 5, of the Danish Takeover Order. A complete list of conditions is listed in section 3 “Conditions” of the Offer Document.
Other terms and conditions:
Notwithstanding that the Offer Price for Shares and the Offer Price for Warrants are designated as final, Lockman Electronic Holdings has the option at any time until the expiry of the Offer Period of improving the terms of the Offer, according to section 15(1) of the Danish Takeover Order, including, but not limited to, the Offer Price for Shares and the Offer Price for Warrants, for the benefit of all existing Shareholders and Warrant Holders.
Except in the limited circumstances described below, acceptances of the Offer are irrevocable and binding on the Shareholders and Warrant Holders who have accepted the Offer until such time after the expiry of the Offer Period as Lockman Electronic Holdings may announce that the Offer will not be completed.
In the event that a competing bid (as such term is defined in Section 16 of the Danish Takeover Order) is submitted by a third party i) at a cash price higher than the Offer Price for Shares and Offer Price for Warrants, or ii) on terms otherwise more favourable to the Shareholders and the Warrant Holders when compared to the Offer and, in the case of clause ii), the Board of Directors has recommended such competing bid, any acceptances of the Offer shall be cancelled, unless Lockman Electronic Holdings has at least matched such competing bid, in the case of clause i) no later than seven (7) Business Days after the submission of the competing bid to the Shareholders and the Warrant Holders and, in the case of clause ii), no later than seven (7) Business Days after the announcement by the Board of Directors of its recommendation of such competing bid. In such case Lockman Electronic Holdings reserves the right to increase the Offer Price for Shares and the Offer Price for Warrants. Except as provided for above, Shareholders’ and Warrant Holders’ acceptances of the Offer may not be withdrawn or cancelled without the consent of Lockman Electronic Holdings.
Should Lockman Electronic Holdings increase the Offer Price for Shares and Offer Price for Warrants and/or otherwise amend the terms and conditions of the Offer in favour of the Shareholders and the Warrant Holders to the effect that such increased Offer Price for Shares and Offer Price for Warrants and/or amended terms and conditions are at least as favourable to the Shareholders and the Warrant Holders as the offer price, and/or terms and conditions of the competing bid, Shareholders and Warrant Holders who have accepted the Offer at a lower Offer Price for Shares and Offer Price for Warrants or on less favourable terms and conditions will automatically be entitled to such increased Offer Price for Shares and Offer Price for Warrants and/or more favourable terms and conditions, provided that the Offer is completed.
Shareholders and Warrant Holders having accepted the Offer will remain bound by their acceptance if the Offer Period is extended. The Offer Period may be extended to a maximum of four months if required to obtain clearance or approval from competition authorities and may also be extended in connection with one or more “competing bid(s)” (as defined in Section 16 of the Danish Takeover Order). Moreover, in exceptional cases the Danish FSA may grant exemption from the maximum length of the Offer Period.
The foregoing is a summary of the Offer Document containing the terms and conditions of the Offer, and reference is made thereto. This summary may not contain all of the information that is important to the Shareholders and the Warrant Holders of Thrane & Thrane.
Subject to certain restrictions and subject to the terms set out in the Offer Document, Lockman Electronic Holdings has requested Thrane & Thrane to send a copy of the Offer Document (together with the Offer Announcement) to each Shareholder registered by name in accordance with common practice and for Lockman Electronic Holdings’ account. The Offer Document and further information on the Offer will, subject to certain restrictions, be available at www.cobham.com and www.ttcob.dk.
In accordance with the obligations of the Board of Directors under clause 4.2 of appendix 1 of the Articles of Association, Thrane & Thrane will send a copy of the Offer Document to each Warrant Holder.
Additional copies of the Offer Document are available, subject to the terms set out in the Offer Document (including the exclusion of certain jurisdictions), upon request from Danske Bank Corporate Actions, Holmens Kanal 2-12, DK-1092 Copenhagen K, Denmark, tel.: (+45) 70 23 08 34, fax.: (+45) 43 55 12 23, E-mail: prospekter@danskebank.dk, and will also be available on www.cobham.com and www.ttcob.dk.
Any questions in connection with the settlement and acceptance of the Offer from Shareholders may, on weekdays between 8:00 and 16:00 (CET), be directed to the Shareholder’s own custodian bank or to:
Danske Bank
Corporate Actions
Holmens Kanal 2-12
DK-1092 Copenhagen K
Denmark
Tel: (+45) 70 23 08 34
Email: prospekter@danskebank.dk
Any questions in connection with the acceptance of the Offer from Warrant Holders may, on weekdays between 9:00 and 17:00 (CET), be directed to:
Moalem Weitemeyer Bendtsen
Amaliegade 3-5
DK-1256 Copenhagen K
Denmark
Tel: (+45) 30 37 96 96
Email: tenderofferthrane@mwblaw.dk
Any other questions pertaining to the Offer from the Shareholders or Warrant Holders may, on weekdays between 8:00 and 16:00 (CET), be directed to:
Danske Bank Corporate Finance
Holmens Kanal 2-12
DK-1092 Copenhagen K
Denmark
Attn.: Henrik Sand Madsen and Lars Hagbard Grønkjær
Email: tenderofferthrane@danskebank.com
(1) With reference to Condition v, Lockman Electronic Holdings will make mandatory filings in jurisdictions where Lockman Electronic Holdings knows that filings are necessary. but it is emphasised that the Offer is not subject to the Offeror's actual filing or non-filing.
