Vigerslev Allé 77 · DK-2500 Valby · Copenhagen · Denmark
Tel +45 36 18 18 00 · Fax +45 36 44 18 30 · corppr@flsmidth.com www.flsmidth.com · CVR-No. DK 58180912
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Danish Financial Supervisory Authority
Gl. Kongevej 74 A
DK-1850 Frederiksberg C
Company Announcement No. 03-2012:
FLSmidth in negotiations to acquire Australian company Ludowici
FLSmidth has today entered into an agreement (Process
Agreement) with the Australian listed company Ludowici
Limited (Ludowici) in relation to its proposal to acquire all
of the shares of Ludowici at a price of AUD 7.20 per share,
corresponding to an enterprise value of approximately AUD
267m on cash and debt free basis. The price would be reduced
by any dividends that Ludowici pays to its shareholders prior
to completion.
Ludowici is the world's leading provider of coal
centrifuges, vibrating screens and complementary wear
resistant products and services for the minerals industries.
Headquartered in Brisbane, Australia, Ludowici has a strong
presence in many major mining countries such as Australia,
South Africa, India, China, Chile, Peru and the US. The
company employs approximately 1,000 people globally and is
listed on the Australian Securities Exchange (Ticker: LDW, www.ludowici.com.au).
Under the Process Agreement, the Board of Ludowici has
granted FLSmidth access to perform a confidential due
diligence investigation and the parties have agreed to
negotiate the terms of a detailed Scheme Implementation
Agreement, reflecting the key commercial terms which have
been agreed in the Process Agreement.
The Board of Directors of Ludowici has unanimously resolved
to recommend the proposed transaction to Ludowici's
shareholders subject to there being no superior proposal and
an independent expert concluding that the scheme is in the
best interests of the shareholders, assuming that a Scheme
Implementation Agreement is signed after completion of due
diligence by FLSmidth.
Ludowici Investments Pty Limited and Julian Ludowici and the
other Ludowici Directors, who together control approximately
22% of the outstanding shares of Ludowici, have confirmed
that, in the absence of a superior proposal, they will
support the scheme and, if a Scheme Implementation Agreement
is signed, they will vote their shares in favour of the
proposed transaction.
FLSmidth's proposed acquisition of the shares in
Ludowici is subject to a number of conditions, including
satisfactory completion of due diligence by FLSmidth,
execution
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of a Scheme Implementation Agreement, approval of the scheme of arrangement by the shareholders of Ludowici, absence of significant negative events, and all necessary regulatory approvals.
Strategic rationale and financial highlights
It is FLSmidth's strategy to become a market leader in every
major minerals processing segment of which coal, copper and
iron ore are three of the prioritised segments. The
acquisition of Ludowici will allow FLSmidth to complete its
coal processing flow sheet and improve its copper and iron
ore offerings with leading technologies and brands.
With some 450 employees and approximately 65% of its turnover
in Australia, the acquisition of Ludowici will significantly
expand FLSmidth's presence in this important mining region.
Furthermore, the acquisition will support FLSmidth's
aspiration to expand its Customer Services offering as
approximately 60% of Ludowici's turnover relates to Customer
Services activities, including spare parts and consumables.
"FLSmidth is proud to have been given this opportunity to continue Ludowici's 154 year history of providing leading innovative minerals technology to its customers. What GL&V Process was to FLSmidth in copper, Ludowici would be for FLSmidth in coal. Coal is equal in size to all other minerals segments combined in terms of material handled, and with the addition of Ludowici's products we would be able to offer coal customers a unique One Source solution.", Group CEO Jørgen Huno Rasmussen comments.
For the twelve months ended on 30 June 2011, Ludowici
reported turnover of AUD
211.9m, EBITDA of AUD 25.5m and EBIT of AUD 18.9m. For the
financial year ending
31 December 2011 FLSmidth expects, based on publically
available information, Ludowici to have generated proforma
EBITDA of approximately AUD 28m and proforma EBIT of
approximately AUD 22m , including full year effect of the
2011 acquisitions of the two companies Meshcape and Amseal.
Ludowici will publish their
2011 results in late February 2012. A price of AUD 7.2 per
share represents a premium of 106% over the current share
price of AUD 3.50 and equals an implicit EV/EBITDA-multiple
in 2011 of 9.5, based on the above expectations.
It is expected that the proposed acquisition would lead to a
number of sales and cost synergies. FLSmidth will evaluate
potential synergies after completion of the acquisition.
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The proposed transaction would be effected by way of a scheme
of arrangement pursuant to Australian law and would as such
be subject to the approval of Ludowici's shareholders and the
Australian courts. This process is often used in connection
with acquisitions of Australian listed companies.
Over the coming weeks, FLSmidth will conduct commercial,
financial and legal due diligence and negotiate the
transaction documents, including a Scheme Implementation
Agreement with the Board of Directors of Ludowici.
Subject to satisfactory completion of due diligence and
agreement on the final terms of the acquisition, FLSmidth and
Ludowici anticipate executing the Scheme Implementation
Agreement within 7 weeks, with the scheme of arrangement
being considered by Ludowici's shareholders in May
2012.
It will be a term of the Scheme Implementation Agreement that
the Board of Directors of Ludowici unanimously recommend that
Ludowici shareholders vote in favour of the scheme and agree
to vote their shares in favour of the scheme, subject only to
the qualifications that no superior proposal emerges and that
an independent expert recommends that the scheme is in the
best interests of Ludowici's shareholders.
-------------------------------------
Please address any questions regarding this announcement to
Group Chief Executive
Officer Jørgen Huno Rasmussen, FLSmidth & Co. A/S at +45 36
18 18 77. For further information about FLSmidth, please
visit www.flsmidth.com.
Yours faithfully
Pernille Friis Andersen
Corporate Communications & Investor Relations
distribué par | Ce noodl a été diffusé par Ludowici Limited et initialement mise en ligne sur le site http://www.ludowici.com.au. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-23 00:51:38 AM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
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