Press release - 17 October 2006
CapMan funds intend to make a voluntary offer for the shares in Polimoon ASA
Funds managed by CapMan Plc Group (“CapMan”) intend to put forward a voluntary offer to purchase all shares outstanding in Polimoon ASA (“Polimoon”), a company listed on the Oslo Stock Exchange (OSE ticker: “POLI”). The offer price is NOK 27.50 per share, leading to a total equity valuation of NOK 1,082 million1 (EUR 127.6 million). The making of the offer will be conditional upon that sufficient financing is obtained and the completion of satisfactory due diligence reviews. The offer will be conditional upon achieving ownership of more than 90% in Polimoon and that all the relevant authorities approve the transaction.
[1] Assumes a fully diluted issued share capital of 39.35 million shares
CapMan is one of the leading private equity investors in the Nordic area. The Group’s parent company is listed on the Main List of Helsinki Exchanges (OMX Helsinki). Polimoon is one of the leading European producers of products and applications in rigid plastics.
The offer will be made through a new Norwegian limited liability holding company, fully owned by the CapMan Buyout VIII funds, which are managed by CapMan and in which CapMan Plc Group also is a substantial investor. The offer will furthermore be financed through a combination of debt issued by DnB NOR Bank ASA and mezzanine loan from CapMan Mezzanine IV fund managed by CapMan.
The offer represents:
- a premium of 21.7 per cent to the closing price of NOK 22.60 for the Polimoon share on 16 October, the last trading day prior to the announcement of the intention of launching a voluntary offer
- a premium of 25.9 per cent to the average closing price of NOK 21.84 during the last 20 trading days
- a premium of 37.0 per cent to the volume weighted average share price of NOK 20.07 since the initial public offering on Oslo Børs (“IPO”) on April 26, 2005
- a premium of 27.9 per cent to the NOK 21.5 offering price in the IPO
No commission will be charged in connection with the offer. Neither CapMan Plc nor any of the funds managed by CapMan currently owns any shares in Polimoon.
In the period between close of trading on Oslo Børs on 16 October 2006 and the opening of trade on 17 October 2006, CapMan has received commitments to accept the offer from shareholders representing a total of 23 million shares corresponding to 60 percent of the outstanding shares in Polimoon from larger shareholders, including all shares owned by key management including CEO Arne Vraalsen (2.5%) and CFO Adrian Platt (0.9%).
The making of the offer is subject to CapMan obtaining sufficient financing (such condition to be waived by 23 October 2006) and the satisfactory completion of confirmatory legal and financial due diligence reviews. The completion of the proposed offer will only be conditional upon a 90% level of acceptance by the outstanding shares of Polimoon and the required regulatory approvals. Furthermore, the offer will be based on normal terms appropriate to a voluntary offer under Norwegian law and market practise.
An offer document containing more information on the offer is in process. After approval from the Oslo Stock Exchange, the offer document will be distributed to all shareholders as soon as possible. If the conditions for the voluntary offer are fulfilled, CapMan funds plan to put forward a mandatory bid for all shares outstanding in Polimoon and request that the Company will be delisted from Oslo Børs.
Polimoon produces rigid plastic packaging and components in factories operating within all major technology and polymer segments, delivering finished products to various industries, consumer packaging and chemical packaging being the major customer segments.
“We are impressed by Polimoon’s achievements in building a leading European developer and producer of products and applications manufactured in plastic, providing a wide range of packaging products for customers in consumer, chemical and medical industries, as well as components for the automotive and electronic industries,” says CapMan’s Senior Partner Kai Jordahl.
“While Polimoon has experienced strong growth as a listed company, we believe that the future prospects will be improved as a private company. The Polimoon share has experienced limited trading volumes since the IPO in April 2005, and we are convinced that its market knowledge and financial strength, including faster and easier access to financing of the Company’s buy and build strategy, would positively affect and further accelerate Polimoon’s growth and profitability.”
CapMan intends to continue the organisation and strategy of Polimoon in its current form. The offer is not expected to have any consequences on the daily operations or the working conditions for the employees of Polimoon.
The independent Members of the Board of Polimoon are expected to issue a statement regarding the offer in accordance with VPHL §4.16 in due course.
Carnegie and DnB NOR Markets have been the financial advisors and Wiersholm Mellbye & Bech advokatfirma AS has been the legal counsel for CapMan.
For more information, please contact:
Kai Jordahl, senior partner, CapMan Buyout, tel. +47 23 23 75 71 or +47 909 82 271
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