Compass Group to Acquire Creative Host Services
18 Febbraio 2004 - 10:22PM
PR Newswire (US)
Compass Group to Acquire Creative Host Services SAN DIEGO, Feb. 18
/PRNewswire/ -- Compass Group USA Investments, LLP, a wholly owned
subsidiary of UK-based Compass Group PLC (LONDON: CPG) , and San
Diego, California-based Creative Host Services, Inc. today
announced that they have entered into a definitive agreement under
which a subsidiary of Compass Group will acquire Creative Host in a
cash tender offer and subsequent merger. The Boards of Directors of
both companies have unanimously approved the agreement, under which
Yorkmont Five, Inc., an acquisition subsidiary of Compass Group USA
Investments, LLP, will commence a tender offer to purchase all
shares of Creative Host's outstanding common stock for $3.40 per
share, in cash. The tenderoffer, which is not subject to a
financing condition, is expected to commence within the next six
business days and will remain open for at least twenty business
days following the commencement of the offer. In addition, certain
principal shareholdersof Creative Host, representing approximately
40.3% of the shares outstanding, have committed to tender their
shares in the offer. Gary Green, president and chief executive
officer, Compass Group North America (a division of Compass Group
PLC) said, "Creative Host's management team and track record of
growth in the airport concessions market fits nicely with our
existing airport operations and provides us with a strategic
position for further growth." Creative Host serves over 100
concession facilities at approximately 30 clients in the airport
concessions markets through Creative Host Services and GladCo
Enterprises, Inc. The management team of Creative Host will remain
with the business following the acquisition. Joining Gary Green in
making the announcement, Sayed Ali, who continues as president and
chief executive officer of Creative Host, commented, "This is a
great move for our shareholders, the Creative Host team and our
clients and customers. Compass Group is the largest foodservice
company in the world and a major player in the US foodservice
market. It brings tremendous opportunities for Creative Host and
our employees to reach many of our goals. We share a commitment to
excellent service, quality, team member development and growth. Our
clients and team members stand only to gain through the strengths
and benefits we'll see as being part of this group." The closing of
the tender offer is conditioned upon receiving in the tender offer
at least 90% of the outstanding shares ofCreative Host's common
stock on a fully diluted basis. However, if more than 50% but fewer
than 90% of such shares are tendered, Yorkmont Five will either
extend the offer, exercise its option to purchase shares of
Creative Host common stock so that it holds 90% of the shares
following the offer, or amend the offer to reduce the number of
shares required to be received to close the tender offer to 49.9%
of the outstanding shares and subsequently pursue a merger with
Creative Host. The offer is alsosubject to other customary
conditions and to the receipt of consents relating to certain
customer contracts. The tender offer is expected to be followed by
a merger in which any remaining Creative Host shares will be
converted into the right to receive $3.40 per share in cash.
Houlihan Lokey Howard & Zukin advised Creative Host in
connection with this transaction. Compass Group PLC is the world's
largest contract foodservice company with operations in more than
90 countries. Compass Group employsmore than 425,000 associates and
was recognized in 2003 by Fortune as the world's tenth largest
employer. The company reports annual revenues of $18 billion.
Creative Host Services, Inc. (including its wholly owned
subsidiary, GladCo Enterprises, Inc.) is engaged in the business of
acquiring, managing, and operating airport concessions such as food
and beverage, cocktail and lounge, and news and gift retail
facilities at various locations across the United States. The
tender offer described in this press release for the outstanding
shares of Creative Host has not yet commenced. This press release
is neither an offer to purchase nor a solicitation of an offer to
sell securities. The tender offer will be made only through an
Offer to Purchase and related Letter of Transmittal to be mailed to
Creative Host shareholders. Creative Host shareholders are strongly
advised to read both the tender offer statement and the
solicitation/recommendation statement regarding the tender offer
and the merger when they become available as those documents will
contain important information. The tender offer statement (filed as
Schedule TO) will be filed by Yorkmont Five, Inc. with the
Securities and Exchange Commission (SEC), and the
solicitation/recommendation statement (filed as Schedule 14D-9)
will be filed by Creative Host with the SEC when the tender offer
commences. Creative Host shareholders may obtain a free copy of
these statements and other documents filed by Yorkmont Five and
Creative Host at the SEC's website at http://www.sec.gov/. This
press release may contain "forward-looking statements" which
represent expectations or beliefs concerning future events.
Investors are cautioned that a number of important factors could,
individually or inthe aggregate, cause actual events to differ
materially from such forward-looking statements. These factors
include, without limitation, acceptance of the tender offer by
Creative Host's shareholders and the satisfaction or waiver of
conditions contained in the agreement. DATASOURCE: Compass Group
USA Investments, LLP; Creative Host Services, Inc. CONTACT:
Creative Host Services, Inc., +1-858-675-7711; or Cheryl Queen of
Compass Group, +1-704-329-4018
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