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Summary
The
Boards of Johnson Matthey and Meconic announce that
they have reached agreement on the terms of a recommended
cash offer of 405 pence per ordinary share for the
whole of the issued and to be issued share capital
of Meconic valuing the whole of the issued share
capital of Meconic at approximately £147.1 million.
The Offer will include a Loan Note Alternative.
The
Offer represents a premium of approximately 42 per
cent. to the Closing Price of 285 pence per Meconic
Share on 20 June 2001, the last business day prior
to the date of this announcement.
The
Meconic Directors, who have been so advised by Close
Brothers, consider the terms of the Offer to be fair
and reasonable and will unanimously recommend Meconic
Shareholders to accept the Offer as they have irrevocably
undertaken to do with respect to their own beneficial
holdings.
For
many years Johnson Matthey has operated a pharmaceutical
materials business from a facility in West Deptford,
New Jersey. This business is similar to that of Meconic
in a number of ways including complementary product
ranges, and a focus on high value, low volume products,
particularly controlled substances.
Meconic
also offers an attractive opportunity for the geographic
expansion of Johnson Matthey's current pharmaceutical
fine chemicals business into the United Kingdom and
Europe. This broader base will provide opportunities
to sell existing products in new markets and for
the more effective deployment of research and development,
manufacturing and marketing resources.
The
Johnson Matthey Directors believe that the acquisition
of Meconic will be earnings enhancing after goodwill
amortisation during Johnson Matthey's first full
financial year of ownership, commencing 1 April 2002*.
Commenting
on the Offer, Peter Savage, Chairman of Meconic,
said:
"The
board has every confidence in the Company's future
and last year's results again demonstrated the
strong earnings growth in Meconic's business.
However, even with such growth, in the view of
the board, it would probably take several years
for Meconic's share price to match that currently
represented by the Offer and the board has therefore
concluded that the Offer represents fair value
for Meconic shareholders."
Commenting
on the Offer, Chris Clark, Chief Executive of
Johnson Matthey, said:
"The
combination of Meconic with our pharmaceutical
materials business makes great commercial sense
on a variety of levels. It will expand our product
portfolio while extending our geographic reach
and presenting broader market opportunities.
The acquisition of Meconic is firmly in line
with our strategy of developing our business
both organically and by targeted acquisition."
*This
statement should not be interpreted to mean that
future earnings per share of Johnson Matthey
following the acquisition of Meconic will be
higher than historical earnings per share.
This
summary should be read in conjunction with the
full text of the following announcement.
Salomon
Brothers International Limited (trading as "Schroder
Salomon Smith Barney") and Credit Suisse First
Boston de Zoete & Bevan Limited ("CSFB"),
which are regulated in the United Kingdom by The
Securities and Futures Authority Limited, are acting
exclusively for Johnson Matthey and no one else in
connection with the Offer and will not be responsible
to anyone other than Johnson Matthey for providing
the protections afforded to its customers nor for
providing advice in relation to the Offer. Salomon
Smith Barney is a service mark of Salomon Smith Barney
Inc. Schroder is a trademark of Schroders Holdings
plc and is used under licence by Salomon Brothers
International Limited.
Close
Brothers Corporate Finance Limited, which is
regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting exclusively
for Meconic and no one else in connection with
the Offer and will not be responsible to anyone
other than Meconic for providing the protections
afforded to its customers or for providing advice
in relation to the Offer.
The
Offer will not be made, directly or indirectly,
in or into or by the use of the mails
or any means of instrumentality of interstate
or foreign commerce of, or any facilities of
a national securities exchange of, the USA, or
in or into Canada, Australia or Japan. Accordingly,
copies of this announcement are not being, and
must not be, mailed or otherwise distributed
or sent in or into or from the USA, Canada,
Australia or Japan.
The
Loan Notes to be issued pursuant to the Loan
Note Alternative have not been, and will not
be, registered under the United States Securities
Act of 1933 (as amended) or under any relevant
securities laws of any state or other jurisdiction
of the United States, nor have clearances been,
nor will they be, obtained from the securities
commission or similar authority of any province
or territory of Canada and no prospectus has
been or will be filed, or registration made,
under any securities law of any province or territory
of Canada, nor has a prospectus in relation to
the Loan Notes been, nor will one be, lodged
with or registered by the Australian Securities
and Investments Commission nor have any steps
been taken, nor will any steps be taken, to enable
the Loan Notes to be offered in compliance with
applicable securities laws of Japan. Accordingly,
unless an exemption under such Act or securities
laws is available, Loan Notes may not be offered,
sold, re-sold or delivered, directly or indirectly,
in, into or from the United States, Canada, Australia
or Japan or any other jurisdiction in which an
offer of Loan Notes would constitute a violation
of relevant laws or require registration thereof,
or to or for the account or benefit of any US
Person or resident of Canada, Australia or Japan.
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Enquiries:
Johnson
Matthey
John
Sheldrick
Group Finance Director
020 7269 8438
David
Morgan
020 7269 8454
Schroder
Salomon Smith Barney
(financial adviser to Johnson Matthey)
James
Steel
Jan Skarbek
020 7986 4000
Credit
Suisse First Boston de Zoete & Bevan Limited
(brokers to Johnson Matthey)
Chris
Chambers
Chris Sim
020 7888 8888
Gavin
Anderson
(PR Consultants to Johnson Matthey)
Howard
Lee
Laura Hickman
020 7457 2345
Meconic
plc
Peter
Savage
07768 502 896
Close
Brothers
(financial adviser to Meconic)
Martin
Gudgeon
Mark Barrow
020 7655 3100
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