Jelmoli agrees with Swiss Prime Site on improved exchange offer
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Jelmoli Holding Ltd. ("Jelmoli") announces that it has reached today
an agreement with Swiss Prime Site Ltd ("SPS") for SPS to increase
its exchange offer from 7.7 to 8.1 SPS shares for one Jelmoli share.
In addition, Jelmoli has executed a comprehensive transaction
agreement with SPS, and thereby reached a package solution with SPS,
which the Board of Directors of Jelmoli now feels able to recommend
for acceptance to Jelmoli shareholders.
- Increased exchange offer of 8.1 SPS shares for one Jelmoli share
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No adjustment of exchange ratio for planned Tivona share issuance
- Continuation and further development of House of Brands at least
until end of 2010
- Extended protection for Jelmoli employees
SPS announced on 2 June 2009 that it signed a purchase agreement with
Pelham Investments SA ("Pelham"), which is controlled by Georg von
Opel, to acquire from Pelham all its Jelmoli registered shares
(representing 29.9% of the capital of Jelmoli). SPS further announced
its intention to make an exchange offer for the remaining outstanding
Jelmoli registered shares. At the same time, the board of directors
of Jelmoli announced on 2 June 2009 that based on a first analysis it
had reached the conclusion that the intended exchange offer by SPS
did not adequately value the Company and contained a number of
uncertainties regarding important company interests.
Against this background, Jelmoli has held intensive talks with SPS in
the interest of Jelmoli shareholders and the Company with the goal of
reaching an acceptable solution. SPS and Jelmoli have reached an
agreement today. SPS has agreed to increase the exchange offer from
previously 7.7 SPS shares for one Jelmoli share to 8.1 SPS shares for
one Jelmoli share and agreed to a comprehensive transaction
agreement.
On the basis of the closing share price of SPS as of 10 June 2009
(CHF 51.95), this translates into a market value of CHF 420.80 per
Jelmoli share, a premium of 18% on the basis of the volume weighted
average share prices of both companies in the period from 30 March
2009 (the prior day of trading of Jelmoli as a real estate company)
and 29 May 2009 (the last trading day prior to the exchange offer).
The improved offer represents a SPS net asset value (NAV) as of 31
March 2009 of CHF 490.54 per one Jelmoli share or CHF 463.00 after
deduction of the planned nominal value reduction of the SPS shares.
The exchange ratio will not be adjusted for the planned Tivona share
issuance. Upon completion of the offer, Jelmoli shareholders will
have a share of approximately 47% (excluding Pelham) in the combined
company and will participate accordingly in the synergy potential. In
addition, the combination of both companies will lead to an increased
free float and increased liquidity of the shares of the combined
company. The Board of Directors, together with its advisors, has come
to the conclusion that the improved offer adequately reflects the
value of the Company and provides additional value creation potential
for Jelmoli shareholders.
Further, important interests of the Company could be addressed in the
transaction agreement. Amongst others, the continuation and
development of the department store at the Bahnhofstrasse in Zurich
("House of Brands") at least until end of 2010 and extended
protection for Jelmoli employees have been agreed to by SPS. Jelmoli
intends to work closely with SPS on the subject of financing whilst
retaining the right to withdraw its recommendation if by the time of
publication of the offer prospectus it has not obtained satisfactory
comfort that the financing of existing financial indebtedness is
assured.
The Board of Directors therefore feels able to recommend the improved
offer to its shareholders for acceptance.
Christopher Chambers, Chairman of the Board of Directors of Jelmoli,
commenting on the transaction says: "I am proud to be associated with
a transaction which will create one of Europe's leading real estate
companies unprecedented in its scale in Switzerland. I look forward
to working together with Mr. Wehrli and his team towards a
completion."
Contacts
Media: Dr. Jörg Neef, Hirzel. Neef. Schmid. Konsulenten
+41 79 405 56 32, eMail: joerg.neef@konsulenten.ch
Analysts Michael Mueller, Delegate of the Board and CEO
+41 44 220 49 13, eMail: michael.mueller@jelmoli.ch
Markus Meier, CFO
Tel. +41 (0)44 220 47 80 / Fax +41 (0)44 220 40 10
Internet: www.jelmoliholding.ch / www.huginonline.ch/JEL
WAP mobile: wap.huginonline.com (Press Releases Jelmoli)
E-mail: info@jelmoliholding.ch
This media information contains forward looking statements which
express intentions, estimates, expectations and forecasts relating to
future financial, operational and other developments and results.
Such statements and the underlying assumptions are subject to a
variety of risks, uncertainties and other factors which could mean
that the actual developments may significantly differ therefrom.
Investors should also note that the described transaction may fail,
in full or in part, or may be delayed. In view of these
uncertainties, readers of this media information are cautioned not to
place undue reliance on such forward looking statements.
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Jelmoli
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WKN: 851225; ISIN: CH0000668464; Index: SMCI, SPI, SPIEX;
Listed:
Main Market in SIX Swiss Exchange;