RNS Number:4330A
Imperial Tobacco Group PLC
18 July 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
IMPERIAL TOBACCO GROUP ANNOUNCES RECOMMENDED PROPOSED CASH OFFER FOR ALTADIS
SUMMARY
* Recommended proposed cash offer of Euro50 per Altadis share representing an
enterprise value of Euro16.2 billion (#11.0 billion)
* Represents a multiple of 14.2x Altadis' 2006 EBITDA and a premium of 32%
over the Altadis closing share price on 12 March 2007
* Altadis Board confirmation that it will recommend the Proposed Offer to
its shareholders, in the absence of a competing offer at a higher price
* Substantial operational efficiencies of approximately Euro300 million per
annum plus revenue benefits
* Return on investment in excess of weighted average cost of capital by
second full financial year of ownership
* Antonio Vazquez, Chief Executive Officer of Altadis, and Jean-Dominique
Comolli, Chairman, invited to join the Board of Imperial Tobacco following
completion
Gareth Davis, Chief Executive Officer of Imperial Tobacco, today said:
"I am pleased to announce that the Altadis Board will recommend our Proposed
Offer to its shareholders.
"Imperial Tobacco and Altadis are a great strategic fit, which will consolidate
our position as the world's fourth largest international tobacco company. This
deal significantly enhances our operating platform and scale with an increased
presence in profitable mature markets and improved emerging market
opportunities.
"We will have a leading position in Spain, complementing our existing leadership
position in the UK, and will strengthen our cigarette presence in other
profitable Western European markets including Germany, France and Italy. This
will be supported by enhanced cigarette positions in a number of other markets
such as Morocco, where we will be the number one player, Russia, Poland and
Finland.
"We will also benefit from a stronger and more diversified brand and product
portfolio, including key international cigarette brands and world leadership in
cigars, fine cut tobacco, papers and tubes. Altadis' prestigious cigar business
has a major presence in the US and together with our recent acquisition of
Commonwealth Brands and our existing US papers and tubes operations, this will
give us considerable scale in this highly profitable market.
"When combined with the substantial operational efficiencies we expect to
achieve, we believe this represents an excellent deal for Imperial Tobacco and
one that will create significant value for our shareholders."
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
IMPERIAL TOBACCO GROUP ANNOUNCES RECOMMENDED PROPOSED CASH OFFER FOR ALTADIS
The Board of Imperial Tobacco Group PLC ("Imperial Tobacco") announces that the
Board of Altadis, S.A. ("Altadis") has agreed to recommend its proposed offer
(the "Proposed Offer"), which is subject to the fulfilment of certain
pre-conditions and conditions, at Euro50 per Altadis share in cash.
Imperial Tobacco has now had the opportunity to meet with members of the Altadis
Board and to review certain additional information provided by Altadis. The
Proposed Offer reflects the additional value Imperial Tobacco has identified,
predominantly in the areas of operational efficiencies and non-core asset
divestments, with some further limited value through tax structuring.
The Proposed Offer price represents:
*an enterprise value for Altadis of Euro16.2 billion (#11.0 billion) taking
into account Altadis' net debt as at 31 March 2007 and the interests of
minority shareholders;
*a multiple of 14.2x Altadis' EBITDA for the financial year ended 31
December 2006; and
*a premium of 32% over the closing price of Euro37.84 per Altadis share on 12
March 2007, being the last trading day before market speculation arose in
relation to Imperial Tobacco's initial approach to Altadis.
In addition, since Imperial Tobacco's initial approach Altadis has paid
dividends to its shareholders totalling Euro1.10 per share.
Altadis has confirmed to Imperial Tobacco that it considers that the Offer is
attractive and that, in the absence of a competing offer at a higher price being
filed with the Comision Nacional del Mercado de Valores ("CNMV"), the Board of
Altadis will recommend the Offer to Altadis' shareholders and the directors of
Altadis intend to accept the Offer in respect of their own beneficial
shareholdings.
STRATEGIC RATIONALE AND FINANCIAL BENEFITS
Altadis holds strategic positions in its three core businesses of cigarettes,
cigars and logistics. Altadis has an attractive and highly complementary
portfolio of brands, with strong positions in its key markets. The proposed
acquisition will consolidate Imperial Tobacco's number four position in
cigarettes globally. In addition, Altadis' cigar and logistics activities are
both strong operations in their own right, which Imperial Tobacco believes can
be further developed as part of a larger group.
Imperial Tobacco believes that the combination of Altadis and Imperial Tobacco
will create significant value for its shareholders. In line with its successful
growth strategy, Imperial Tobacco believes that the proposed acquisition of
Altadis will:
*strengthen and diversify its brand and product portfolios;
*expand its scale and increase its competitiveness, cementing its position
amongst the global leaders in the tobacco sector;
*provide enhanced platforms to support future sales growth;
*generate annual operational efficiencies of approximately Euro300 million by
the end of the second full financial year following completion (including
its evaluation of the information presented to investors by Altadis on 23
April 2007), primarily in the areas of production and purchasing, sales and
marketing and corporate overheads, as well as revenue benefits. It is
estimated that the one-off cash cost of achieving these savings will be
approximately Euro470 million;
*meet Imperial Tobacco's established acquisition criteria, as it is
expected to deliver a post-tax return on investment (pre-amortisation of
intangibles and before exceptional integration costs) in excess of Imperial
Tobacco's weighted average cost of capital by the second full financial year
following completion and approaching its weighted average cost of capital in
the first full financial year;
*be earnings enhancing in the first full financial year following
completion; and
*provide a more favourable return on investment than alternative uses of
funds, specifically Imperial Tobacco's share buyback programme.
Imperial Tobacco also expects to benefit from disposals of non-core assets
valued by Altadis at Euro650 million.
Once the acquisition is completed, Imperial Tobacco anticipates that its average
all in cost of debt will not differ materially from the 5.4% for its half year
to 31 March 2007.
Following completion, the adjusted effective rate of tax for the enlarged group
is expected to be around 26.5%.
DIVIDEND POLICY
Following completion, Imperial Tobacco intends to maintain its dividend policy,
increasing dividends broadly in line with underlying earnings growth with around
a 50% payout ratio.
BOARD AND MANAGEMENT
Once the proposed acquisition has completed, Imperial Tobacco intends to add
appropriate representation from the Altadis Board to the Board of Imperial
Tobacco. This will include offering Antonio Vazquez an executive position on the
Board of Imperial Tobacco and an executive role as CEO of the enlarged group's
cigar and logistics businesses. Imperial Tobacco will also invite Jean-Dominique
Comolli to become its non-executive Deputy Chairman* and provide certain
consultancy services. In addition, the Altadis Board will be requested to submit
one of its current non-executive directors so that he can be invited to join the
Board of Imperial Tobacco as a non-executive director (subject to the approval
of the Board of Imperial Tobacco's nomination committee).
The headquarters of the enlarged group will be in Bristol. The headquarters of
the cigar division will remain in Madrid, as will the headquarters of the
logistics business. The enlarged group will also maintain a substantial presence
in Paris.
* As previously announced, the current Vice Chairman, Mr A G L Alexander intends
to retire from the Board at the Annual General Meeting in early 2008.
FINANCING
The Proposed Offer will be financed through new bank facilities and an
underwritten rights issue.
Citi, RBS, Lehman Brothers, Barclays and Banco Santander have entered into an
agreement with Imperial Tobacco to arrange and underwrite new bank debt
facilities of #9.2 billion (Euro13.5 billion) for, amongst other uses, the
provision of part of the necessary funding for the proposed acquisition,
including fees and expenses, and to refinance certain of Imperial Tobacco's and
Altadis' current debt facilities.
Since the proceeds of the rights issue will not be available on completion of
the proposed acquisition and in order to satisfy the Spanish takeover
requirements for bank guarantees to be issued in respect of the total
consideration payable, an equity bridge facility of #5.4 billion (Euro8.0 billion)
has been put in place to cover this part of the funding requirements until the
rights issue process is completed.
ABN AMRO Hoare Govett, Morgan Stanley, Citi and Lehman Brothers have entered
into an agreement with Imperial Tobacco to arrange and underwrite the equity
bridge facility, which has been entered into expressly for the purpose of
providing up to #5.4 billion (Euro8.0 billion) of bridge financing in respect of
the proceeds of the rights issue.
In addition, ABN AMRO Hoare Govett, Morgan Stanley, Citi and Lehman Brothers
have entered into an underwriting agreement with Imperial Tobacco under which
they undertake on a several basis to underwrite a rights issue by Imperial
Tobacco of ordinary shares to existing shareholders to raise net proceeds of up
to #5.4 billion (Euro8.0 billion).
The rights issue will be launched within the next 12 months and will be sized at
the minimum amount needed to ensure that the enlarged group continues to have an
investment grade credit rating.
LOGISTA
Altadis currently has a shareholding of 59.02% in Logista, S.A. ("Logista"), a
Spanish logistics company whose shares are listed on the Madrid, Barcelona,
Bilbao and Valencia stock exchanges. Altadis has announced its intention to spin
off its French logistics business to Logista in consideration for the issue of
further shares in Logista to Altadis. Imperial Tobacco's acquisition of control
of Altadis will trigger a requirement under new Spanish takeover laws either to
make a tender offer to acquire the outstanding Logista shares held by minority
shareholders or to reduce the shareholding in Logista to below 30%, within three
months. It is Imperial Tobacco's current intention to review the shareholding in
Logista after completion of the proposed acquisition and only to take a final
decision as to whether to make a tender offer or reduce the shareholding at the
relevant time. The final decision in relation to Logista will be subject to all
necessary consents and approvals.
CURRENT TRADING OF IMPERIAL TOBACCO
Overall anticipated trading performance of the Imperial Tobacco Group for the
financial year ending 30 September 2007 remains in line with management's
expectations.
CONDITIONS AND TIMETABLE
The Proposed Offer is subject to:
*receipt of approval from the shareholders of Imperial Tobacco; and
*authorisation of Imperial Tobacco's Proposed Offer by the CNMV.
The Proposed Offer will be subject to the fulfilment of the following
conditions:
*80% of the share capital of Altadis (or such higher percentage as is
permitted by Spanish law or regulation or by the CNMV) being tendered in
acceptance of the Proposed Offer; and
*Altadis' shareholders resolving to amend Altadis' bye-laws to remove the
limitation on the number of votes that Altadis' shareholders can cast at a
general meeting of shareholders and to remove any other restrictive
provisions introduced into those bye-laws.
The full terms and conditions of the Proposed Offer will be set out in Imperial
Tobacco's offer document. Imperial Tobacco will reserve the right to waive any
condition to the Proposed Offer in whole or in part.
Imperial Tobacco is today filing the Proposed Offer with the CNMV and posting a
circular to its shareholders convening an Extraordinary General Meeting at 2:
30pm on 13 August 2007, at which the resolution to approve the transaction will
be proposed. The circular will be published on Imperial Tobacco's corporate
website on 19 July 2007.
Further details about the expected timetable for the transaction, including the
authorisation of the Proposed Offer by the CNMV and the commencement of the
offer period, will be provided in due course.
UK ANALYSTS AND INVESTORS
Gareth Davis, Chief Executive of Imperial Tobacco Group, will give a
presentation today for analysts and investors at 10:15am at ABN Amro Hoare
Govett, 250 Bishopsgate, London EC2M 4AA. Refreshments will be available from 9:
45am.
The presentation will be webcast live via www.imperial-tobacco.com and
www.cantos.com
Gareth Davis will also host the following conference calls, in which there will
be an opportunity for questions.
European Newswires at 9:15am:
Dial in number: +44 (0) 20 7806 1955 (UK)
Dial in number: +34 (0) 91 788 9936 (Spain)
Dial in number: +33 (0) 17 099 4303 (France)
Dial in number: +49 (0) 69 5007 1308 (Germany)
UK Media at 12:15pm:
Dial in number: +44 (0) 20 7138 0818
European Media at 2:00pm:
Dial in number: +44 (0) 20 7806 1966 (UK)
Dial in number: +34 (0) 91 788 9937 (Spain)
Dial in number: +33 (0) 17 099 4304 (France)
Dial in number: +49 (0) 69 5007 1316 (Germany)
Investors conference call at 3:00pm:
Dial in number: +44 (0) 20 7138 0837
NOTES TO EDITORS
----------------
INFORMATION ON ALTADIS
Altadis, which was formed in 1999 when the former Spanish and French state-owned
tobacco companies, Tabacalera and Seita, were merged, is a European leader in
the tobacco and logistics sectors and a world leader in the cigar sector.
Altadis' principal cigarette brands include Gauloises and Fortuna. The Altadis
group has leveraged these brands to expand internationally, and it holds the
number two cigarette positions in France and Spain and the number one cigarette
position in Morocco. Its cigar division has secured the number one positions in
cigars in the US, France and Spain. Its principal cigar brands include
Montecristo, Dutch Masters, Cohiba, Phillies, Romeo y Julieta and Partagas.
Altadis has logistics positions in Spain, Portugal and Italy, via its majority
holding in Logista, as well as in France and Morocco. The logistics business
distributes tobacco products for Altadis and other manufacturers, as well as a
wide range of non-tobacco products and services.
For the financial year ended 31 December 2006, Altadis had economic sales of
Euro3,970 million (2005: Euro4,112 million), EBITDA of Euro1,148 million (2005: Euro1,232
million), net income of Euro453 million (2005: Euro577 million) and profit before tax
of Euro751 million (2005: Euro966 million). As at 31 December 2006, the Altadis group
had 27,437 employees worldwide and gross assets of Euro11,200 million.
Altadis' group senior management committee consists of Antonio Vazquez (Chairman
of the Executive Committee and Group Chief Executive Officer); Fernando
Dominguez Valdes-Hevia(Chief Operating Officer, Group Cigars Business Unit);
Luis Egido (Chief Operating Officer, Group Logistics Business Unit); Bruno
Germain-Thomas (Chief Operating Officer, Group Cigarettes Business Unit);
Charles Lebeau (Senior Vice-President, Group Human Resources and Corporate
Services); Enrique Lloves (Senior Vice President, Group Strategy and Planning);
Pierre-Andre Terisse (Group Chief Financial Officer); and Jose Francisco Mateu
Isturiz (Senior Vice-President, Group Legal Affairs and Institutional Relations).
INFORMATION ON IMPERIAL TOBACCO
Imperial Tobacco is the world's fourth largest international tobacco company.
The group manufactures and sells a comprehensive range of cigarettes, tobaccos,
cigars, rolling papers and tubes in over 130 countries worldwide.
ENQUIRIES
Imperial Tobacco
----------------
Alex Parsons Telephone: +44 (0)7967 467241
(Group Media Relations Manager)
Simon Evans Telephone: +44 (0)7967 467684
(Group Press Officer)
John Nelson-Smith Telephone: +44 (0)7919 391866
(Investor Relations Manager)
Citi Telephone: +44 (0) 20 7986 4000
----
(lead financial adviser to Imperial Tobacco)
Ian Carnegie-Brown
Ian Hart
Mark Todd
Manuel Falco Telephone: +34 (0) 91 538 4411
Hoare Govett Telephone: +44 (0) 20 7678 8000
------------
(joint corporate broker to Imperial Tobacco)
Hugo Fisher
Paul Nicholls
Lehman Brothers Telephone: +44 (0) 20 7102 1000
---------------
(financial adviser to Imperial Tobacco)
Ludovico del Balzo
Adrian Fisk
Morgan Stanley Telephone: +44 (0) 20 7425 5000
--------------
(financial adviser and joint corporate
broker to Imperial Tobacco)
Gavin Macdonald
Paul Baker
Banco Santander Telephone: +34 (0) 91 289 3371
---------------
(financial adviser to Imperial Tobacco)
Filipe Ribeiro-Ferreira
Georg Orssich
Citi, Hoare Govett Limited, Lehman Brothers Europe Limited, Morgan Stanley & Co.
International Limited and Banco Santander, which are authorised and regulated in
the United Kingdom by the Financial Services Authority, are acting exclusively
for Imperial Tobacco and no one else in relation to the matters referred to in
this announcement and will not be responsible to anyone other than Imperial
Tobacco for providing the protections afforded to clients of Citi, Hoare Govett
Limited, Lehman Brothers Europe Limited, Morgan Stanley & Co. International
Limited and Banco Santander respectively nor for providing advice in relation to
these matters, the content of this announcement or any matter referred to in it.
Copies of Imperial Tobacco's announcements are available on its website:
www.imperial-tobacco.com
The statements contained in this announcement that are not historical facts are
"forward-looking" statements. These forward-looking statements are subject to
a number of risks and uncertainties, many of which are beyond Imperial Tobacco's
control and all of which are based on the current beliefs and expectations about
future events of the directors' of Imperial Tobacco. No assurance can be given
that such future results will be achieved. Actual events or results may differ
materially as a result of risks and uncertainties facing Imperial Tobacco and
its subsidiaries. Except to the extent required by applicable law, Imperial
Tobacco will not necessarily update any of them in light of new information or
future events and undertakes no duty to do so.
This press release is not an offer of securities for sale in the United States.
The securities of Imperial Tobacco may not be offered or sold in the United
States absent registration or an exemption from registration. Any public
offering of securities to be made in the United States will be made by means of
a prospectus that will contain detailed information about the company and
management, as well as financial statements.
Unless otherwise stated, conversion rates of #1: Euro1.4757 and #1: US$2.0327 have
been applied in this announcement.
APPENDIX
--------
Translation of Today's Spanish Announcement
IMPERIAL TOBACCO OVERSEAS HOLDINGS (3) LIMITED
RELEVANT FACT COMMUNICATION
Imperial Tobacco Overseas Holdings (3) Limited (the Offeror), a wholly-owned
indirectly held subsidiary of Imperial Tobacco Group PLC, in compliance with the
provisions of article 82 of the Spanish Stock Exchange Act (Ley 24/1988, de 29
de julio, del Mercado de Valores), hereby communicates to the Spanish Stock
Exchange Commission (CNMV) the following
RELEVANT FACT
Today, 18 July 2007, the Offeror has filed with the CNMV a takeover bid (the
Offer) for 100% of the share capital of Altadis, S.A. (Altadis, the Company or
the Affected Company), that will become effective upon its approval by the CNMV.
The Offer is addressed to all the shareholders of Altadis and is extended to all
the issued share capital of Altadis, that is 252,436,856 ordinary shares of
Euro0.10 each, being 100% of the share capital of Altadis. These ordinary shares
are represented by book entries and are listed on the Stock Exchanges of Madrid,
Barcelona, Bilbao, Valencia and Paris, and negotiated through the SIBE.
The consideration offered amounts to 50 euros per Altadis share, that will be
paid entirely in cash.
The payment of the total consideration offered has been guaranteed by means of
avales granted by Banco Santander Central Hispano S.A., Barclays Bank PLC,
Sucursal en Espana, Citibank International plc, Lehman Brothers Bankhaus A.G.,
The Royal Bank of Scotland plc, ABN AMRO Bank N.V. Sucursal en Espana and Morgan
Stanley Bank International Limited.
The Offer is conditional upon:
1. The acquisition of at least 201,949,484 shares of Altadis, representing 80
per cent. of Altadis' share capital;
2. The general shareholders' meeting of Altadis resolving to amend Article 24 of
Altadis' bye-laws to remove the limitation on the number of votes that Altadis
shareholders can cast at a general shareholders' meeting before the end of the
acceptance period, and Altadis registering the amendment to the bye-laws with
the Madrid Mercantile Registry within said term; and
3. In order to comply with the regulatory requirements applicable to Imperial
Tobacco Group PLC, the prior approval of the Offer by the general shareholders
meeting of Imperial Tobacco Group PLC.
The said general shareholders meeting of Imperial Tobacco Group PLC will take
place on 13 August 2007.
Altadis has confirmed to Imperial Tobacco Group plc that it considers that the
Offer is attractive and that, in the absence of a competing offer at a higher
price being filed with the CNMV, the board of Altadis will recommend the Offer
to Altadis' shareholders and the directors of Altadis intend to accept the Offer
in respect of their own beneficial shareholdings.
The Offeror is a member of the group headed by Imperial Tobacco Group PLC.
For the relevant purposes, it is communicated in Madrid on 18 July 2007.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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