DUBLIN July 27, 2011 16 pence 16.4 pence 17 pence 1 pm London
Cooper continues to believe there is strategic merit in acquiring Laird. However, Cooper is unwilling to do so without being able to undertake due diligence. The announcement by Laird of an exit from its Handset Antennae business (the "Handset Antennae Business") and Cooper’s significant concerns over the impact this will have on the wider group, its employees, its relationship with an important customer and the possible resultant negative impact on the value of the Laird business have reinforced Cooper’s view that due diligence is appropriate and necessary to protect the interests of Cooper’s own shareholders.
Cooper’s Improved Proposal represents:
- 137.3 pence 15 June 2011
- 142.6 pence 15 June 2011
- 136.3 pence October 2009 15 June 2011
- 16.0 pence 27 July 2011
The Improved Proposal values the existing issued share capital of Laird at approximately pounds Sterling 533 million.
Whilst Cooper remains disciplined on price and would only consider making an offer at a price which would provide an appropriate return for its own shareholders, Cooper remains open to reflecting any information provided by Laird in due diligence that justifies an increase in its proposed offer price.
Cooper’s Improved Proposal presents Laird shareholders with the opportunity to secure an attractive cash exit combined with the certainty of cash value now. The alternative is to place faith in the uncertain future of a company with a poor historic track record of both financial performance and shareholder value creation. In the event that the Board of Laird remains unwilling to grant Cooper access to reasonable due diligence, it would prevent an extremely attractive value proposition being put to Laird shareholders. Cooper hopes that the Board of Laird will acknowledge the attractiveness of our Improved Proposal and take all necessary steps required to engage fully with Cooper to work towards a recommended firm offer.
Requirement for Due Diligence
Whilst all other preconditions remain waivable at Cooper’s discretion, Cooper will not waive its pre-condition concerning access to undertake reasonable due diligence. As a consequence, if the Board of Laird is not prepared to engage with Cooper and provide access to reasonable due diligence ahead of the date by which Cooper must either announce a firm offer or withdraw (which is likely to require an extension with Laird’s agreement from the current deadline of 1 August in order for Cooper to be in a position to undertake reasonable due diligence and put forward a firm offer), Cooper will withdraw its interest (and will make an appropriate announcement under Rule 2.8 of the Takeover Code).
Cooper has a proven track record of successfully acquiring and integrating 38 companies over the past 7 years to build a portfolio of products and services for its customers across industrial, utility, commercial and residential markets. Cooper has been following Laird for a considerable period of time and has a good understanding of its activities, strengths and opportunities. Consequently, Cooper’s strong M&A experience and its familiarity with Laird would enable it to act swiftly to conduct the reasonable due diligence it has requested and execute a transaction in a timely manner with minimal disruption to the respective businesses and its shareholders. As Cooper is not a significant competitor of Laird, Cooper believes there is very limited commercial sensitivity for Laird in providing Cooper with its requested due diligence access.
"We have listened to shareholders, we have seen Laird’s results and their long term targets and we have seen the market reaction, as well as assessing where we see fair value. We are proposing a very attractive 46% premium. We are proposing to Laird shareholders a cash exit at a price which fully values the business and de-risks the considerable uncertainty over delivery of the future strategy. Furthermore, although we will be disciplined, we are not ruling out increasing our price further if due diligence justifies more."
"We firmly believe it is in Laird shareholders’ interests for the board of Laird to engage with us to see if a firm offer can be put forward. We can be swift and disruption will be minimal. Our move today shows we are flexible and reasonable and we hope the Laird board will now engage fully."
Cooper Industries plc
Financial Dynamics (Public relations)
The announcement of any formal offer under Rule 2.5 of the Takeover Code would be subject to the satisfaction of the following pre-conditions:
- Cooper and its professional advisers being granted access to reasonable due diligence on Laird and its group (including reasonable due diligence in relation to the closure or any potential sale of the Handset Antennae Business) and completion of that due diligence to Cooper’s satisfaction;
- Laird’s Board, as advised by its financial advisors, unanimously and unconditionally recommending the formal offer;
- Each of the Directors of Laird giving firm irrevocable undertakings to Cooper to accept the offer in respect of all the Laird shares in which they have an interest;
- Irrevocable undertakings being received, in terms satisfactory to Cooper, from the main shareholders of Laird to accept the offer in respect of their Laird shares. Cooper would expect to receive all reasonable assistance from the Board and management in promoting the transaction to Laird shareholders and other relevant stakeholders;
- Laird entering into a customary inducement fee and non-solicitation agreement;
- Approval of the final terms of the offer by Cooper’s Board; and
- Agreement on the form of the Rule 2.5 announcement incorporating customary terms and conditions for a UK public offer.
Cooper reserves the right to revise or revoke the terms on which the Improved Proposal is made, including the ability to waive some or all of the above pre-conditions, save for pre-condition (a), which will not be waived. There can be no certainty that any offer will ultimately be made, even if the pre-conditions to the proposal are satisfied or waived.
- the Board of Laird agrees and recommends an offer at the reduced price;
- a third party announces a firm intention to make an offer for Laird;
- the issued and to be issued share capital of Laird comprises a greater number of ordinary shares than that which has been assumed;
- Laird announces, declares or pays a dividend or any other distribution to its shareholders; or
- there occurs a material event which negatively impacts the value of Laird.
Sources and Bases
- 16 June 2011
- 191.2 pence 26 July 2011 185.9 pence 1 pm
- 15 June 2011 16 June 2010 15 June 2011
- October 2009 16 November 2009 15 June 2011
- 16.0 pence 30 June 2011 27 July 2011
- 16.4 pence 17 pence 16.36 pence 26 July 2011 London 27 July 2011 16.96 pence 15 June 2011
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code"). It does not represent the announcement of a firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that any offer will ultimately be made, even if the pre-conditions to the proposal are satisfied or waived.
Forward Looking Statements
This announcement may contain "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and the financial condition indicated in these forward-looking statements. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: market and economic conditions, competitive pressures, volatility of raw material, transportation and energy costs, our ability to develop and introduce new products, our ability to implement revenue growth plans and cost-reduction programs, mergers and acquisitions and their integration, implementation of manufacturing rationalization programs, changes in mix of products sold, changes in financial markets including currency exchange rate fluctuations and changes in legislation and regulations (including changes in tax laws). A discussion of these factors may be found in Cooper’s Annual Report on Form 10-K and other recent SEC filings.
About Cooper Industries
$5.1 billion the United States www.Cooperindustries.com
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.
3.30 pm London 3.30 pm London
3.30 pm London
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
SOURCE Cooper Industries plc