Business
Offer for Calyx Group plc
Offer for Calyx Group plc.
About this update from Calnex Solutions Plc
[{"type":"text","content":"\n Calyx Group PLC\n25 May 2007\n\nFOR IMMEDIATE RELEASE\n\n\n\nNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR\nFROM ANY RESTRICTED JURISDICTION\n\n\n\n25 May 2007\n\n\n\n Recommended Acquisition for cash of Calyx Group plc ('Calyx')\n\n\n\n by\n\n\n\n Stornoway Limited ('Stornoway')\n\n\n\nSummary\n\n\n\n• The boards of directors of Stornoway and Calyx announce that they have\nreached agreement on the terms of a recommended acquisition by Stornoway of the\nentire issued and to be issued share capital of Calyx. It is intended that the\nAcquisition will be implemented by way of a scheme of arrangement under Section\n201 of the Companies Act.\n\n\n\n• Under the terms of the Acquisition, each holder of Cancellation Shares\nwill receive 101 pence in cash per Cancellation Share representing a premium of\napproximately 23.9 per cent. to the Closing Price of 81.5 pence per Calyx Share\non 12 March 2007, being the last Business Day prior to the commencement of the\nOffer Period.\n\n\n\n• The Acquisition values Calyx's existing issued share capital at\napproximately £70.2 million.\n\n\n\n• Stornoway has been incorporated for the purpose of implementing the\nAcquisition. On the Effective Date, Stornoway will ultimately be owned by the\nAlchemy Investment Plan and the Management Team.\n\n\n\n• Maurice Healy, the Chairman and Chief Executive of Calyx, who owns\n19,329,799 Calyx Shares (representing 27.80 per cent. of the existing issued\nshare capital of the Company), has agreed to exchange 13,530,693 of those shares\nfor an investment in the Stornoway Group and the balance of his Calyx Shares for\ncash pursuant to the Scheme.\n\n\n\n• The Stornoway Directors believe that the Acquisition will provide\nCalyx with the opportunity to expand its current business, both organically and\nvia acquisitions, in the absence of the financial, managerial and regulatory\nburden of being a publicly quoted company.\n\n\n\n• The Independent Directors of Calyx, who have been so advised by Davy\nCorporate Finance, consider the terms of the Acquisition to be fair and\nreasonable. In providing its advice, Davy Corporate Finance has taken into\naccount the commercial assessments of the Independent Directors. Accordingly,\nthe Independent Directors intend to recommend unanimously that Calyx\nShareholders vote in favour...