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Article Excerpt
This announcement is not for release, publication or distribution in or into Canada, Australia or Japan
GLENVIEW, Ill., May 26 /PRNewswire-FirstCall/ -- The boards of Anixter
and Infast are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by KPMG Corporate Finance on behalf of the Offeror, a wholly owned indirect subsidiary of Anixter, (outside of the United States) and by the Offeror in the United States, to acquire the entire issued and to be issued ordinary share capital of Infast, a UK based group focused on inventory management services. Summary of the Offer -- The Offer will be 34 pence in cash for each Infast Share. -- The Offer values the entire existing issued ordinary share capital of Infast at approximately pounds Sterling 38.88 million. -- The Offer Price represents a premium of approximately 49.5 per cent to the Closing Price of 22.75 pence per Infast Share on 12 April 2005 (being the last dealing day prior to the announcement by Infast that it had received an approach which may or may not lead to an offer for Infast). -- Infast Shareholders will receive the final dividend of 0.6 pence per Infast Share for the year ended 31 December 2004 irrespective of whether or when the Offer becomes unconditional in all respects. This dividend will be paid on 3 June 2005 to Infast Shareholders on the register at the close of business on 6 May 2005. -- The Offeror and Anixter have received irrevocable undertakings and a non binding letter of intent to accept (or procure acceptance of) the Offer from certain Infast Shareholders in respect of a total of 67,116,162 Infast Shares representing approximately 58.70 per cent of the existing issued ordinary share capital of Infast. Commenting on the Offer, Robert Grubbs, President and Chief Executive Officer of Anixter, said: "The addition of the Infast operations to our existing OEM supply business is another significant step in positioning ourselves as a leader in the supply of fasteners and other small parts to original equipment manufacturers, service organisations and government support operations. The Infast customer base adds to and complements the existing base of multi-location and multi-national customers we service today. Once this transaction is complete we will have pro forma annual 2005 projected sales in this market of approximately $755 million." Commenting on the Offer, Graham Titcombe, Chairman of Infast, said: "Our business has changed radically since the Infast Board initiated a restructuring of Infast in 2004. The Infast Group has now re-shaped itself to focus on inventory management services reflecting the changing needs of its customer base. We believe a combination of Infast and Anixter will enhance our ability to achieve our business goals more speedily than would have been the case as an independent company. The Offer from Anixter represents good value to Infast Shareholders and makes sound commercial and operational sense." This summary should be read in conjunction with the full text of the attached announcement. Enquiries: Anixter Dennis Letham Tel: +1 224 521 8601 KPMG Corporate Finance Charles E Cattaneo Tel: +44 (0) 121 232 3356 Buchanan Communications Charles Ryland Tel: +44 (0) 207 466 5000 James Strong Tel: +44 (0) 207 466 5000 Infast Robert Sternick Tel: +44 (0) 1452 880581 John Kimber Tel: +44 (0) 1452 880581 Williams de Broe Jonathan Gray Tel: +44 (0) 207 588 7511 Tim Goodman Tel: +44 (0) 121 609 9966 The HeadLand Consultancy Howard Lee Tel: +44 (0) 20 7036 0369 KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for Anixter and the Offeror as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. KPMG Corporate Finance will not be responsible to anyone other than Anixter and the Offeror for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein. Williams de Broe, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Infast and for no one else in connection with the Offer and will not be responsible to anyone other than Infast for providing the protections afforded to clients of Williams de Broe or for giving advice in relation to the Offer or any transaction or arrangement referred to herein. Under the provisions of Rule 8.3 of the City Code any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control relevant securities of Infast, owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent or more of any class of securities of Infast is required to disclose, by not later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction, dealings in such securities of that company (or in any option in respect of, or derivative referenced to, any such securities) during the period to the First Closing Date, or, if later, the date on which the Offer becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevant securities of Infast by the Offeror or Infast, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at http://www.thetakeoverpanel.org.uk/ or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. This announcement does not constitute an offer or invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely pursuant to the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The full text of the conditions and certain further terms of the Offer set out in Appendix I to this announcement form part of and should be read in conjunction with this announcement. Appendix II to this announcement provides details of additional information regarding the Offer including the basis of calculations and sources of certain information included in this announcement. Appendix III to this announcement contains definitions of the terms used in this announcement. The availability of the Offer to Infast Shareholders who are not resident in United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be set out in the Offer Document. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex or telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of Canada, Australia, Japan or any jurisdiction where to do so would violate the laws in that jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility, directly or indirectly from or within Canada, Australia, Japan or any such jurisdiction. The Offer in the United States will be made solely by the Offeror, and neither KPMG LLP, KPMG Corporate Finance, nor any of its respective affiliates, is making the Offer in the United States. This announcement may contain various "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act relating to the Offer, Anixter and Infast that are subject to risks and uncertainties, including those pertaining to the anticipated benefits to be realised from the proposed acquisition of Infast. The statements can be identified by the use of forward-looking terminology such as "believe," "expects," "prospects," "estimated," "should," "may" or the negative thereof or other variations thereon or comparable terminology indicating Anixter's expectations or beliefs concerning future events. Anixter cautions that such statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, a number of which are identified in this announcement. Other factors could also cause actual results to differ materially from expected results included in these statements. These factors include changes in supplier relationships, foreign political, economic and currency risks, risks associated with inventory, commodity price fluctuations and risks associated with the integration of recently acquired companies. The members of the Anixter Offer Committee accept responsibility for the information contained in this announcement apart from the information in this announcement relating to the Infast Group, the Infast Directors and their immediate families and persons connected with them (within the meaning of section 346 of the Act) for which the Infast Directors accept responsibility. Subject as aforesaid, to the best of the knowledge and belief of the members of the Anixter Offer Committee (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The Offeror Directors, accept responsibility for the information contained in this announcement relating to the Offeror, the Offeror Directors and their immediate families and persons connected with them (within the meaning of section 346 of the Act). To the best of the knowledge and belief of the Offeror Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The Infast Directors accept responsibility for the information contained in this announcement relating to the Infast Group, the Infast Directors and their immediate families and persons connected with them (within the meaning of section 346 of the Act). To the best of the knowledge and belief of the Infast Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement relating to the Infast Group, the Infast Directors and their immediate families and persons connected with them (within the meaning of Section 346 of the Act) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement is not for release, publication or distribution in or into Canada, Australia or Japan. Recommended Cash Offer by KPMG Corporate Finance on behalf of the Offeror, a wholly owned indirect subsidiary of...
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