Trimble plans to make voluntary conditional public takeover bid in cash for all outstanding Punch Telematix shares
27 April 2010 by LS
Pursuant to article 8 of the takeover decree of 27 April 2007 Punch International nv (‘Punch’) and Punch Telematix nv (‘Punch Telematix’) have today announced that Trimble Navigation Limited (‘Trimble’, Nasdaq: TRMB) wishes to make a voluntary and conditional public takeover offer in cash for all outstanding voting shares in Punch Telematix at 3.15 euros per share. Trimble will notify the Belgian Banking, Finance and Insurance Commission (‘CBFA’).
Punch Telematix’s authorised capital is represented by 4,282,901 voting shares. The company has not issued any other securities. Punch currently holds 64.77% of the shares in Punch Telematix; the remainder are freely traded on Euronext Brussels. The public takeover offer relates to all outstanding voting shares.
The bid of 3.15 euros in cash per share represents a premium of 14.8% on the average closing rate over the past three months.
The takeover bid is subject to a number of conditions. The minimum acceptance threshold which must be reached at the end of the acceptance period – after any extensions – is 95%. In addition, nothing must occur before the end of the acceptance period which is regarded as a material adverse change under the definition to be included in the offer prospectus. The elaboration and implementation of a retention plan for key personnel is also among the conditions.
Punch has undertaken to accept the offer. The Board of Directors and management of Punch Telematix have taken notice of the offer and a priori believe that the combination of Trimble’s and Punch Telematix’s activities has positive potential indeed, yet subject to verification of the prospectus. The formal response of the Board of Directors of Punch Telematix to the takeover bid will be included in a response memorandum as part of the offer prospectus. Once the prospectus has been approved by the CBFA, its availability will be announced in the Belgian financial press.
According to Michel Van Maercke, CEO and CFO of Punch Telematix, the takeover bid offers good prospects for the future of the business: “The sales market for Punch Telematix solutions would become considerably larger, given that Trimble has a global presence as a leading provider of positioning solutions and applications for mobile resource management. Thus our solutions are highly complementary.”
Wim Deblauwe, CEO of Punch: “This offer is also very good news for Punch shareholders. It is an all-cash bid, issued by a reputable industrial player.”