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TCEP Offer for Citect
6 January 2006
Sydney, Australia - Citect has today entered into a Takeover Agreement with Thoma Cressey Equity Partners (TCEP), a US based private equity firm, under which a subsidiary of TCEP will make an off-market takeover offer for all the shares in Citect for $1.70 per share in cash.
Citect has agreed to declare a fully franked dividend of $0.05 per share if acceptances under the offer exceed 50.1% and the offers become unconditional. If this dividend is paid, the bidder will deduct the amount of the dividend from the offer price and Citect shareholders will instead receive:
$1.65 per share in cash under the offer; and
$0.05 per share in cash as a fully franked dividend from Citect.
The takeover offer is subject to a number of conditions including a 50.1% minimum acceptance condition. Attachment 1 to the announcement sets out the key terms of the Takeover Agreement and of the takeover offers.
The cash offer of $1.70 per share represents approximately a 10% premium to the total consideration of $1.50 plus a payment of $0.05 dividend per share under the proposal which Schneider Electric announced on 19 October 2005.
The bidder will also make offers to acquire employee options that are on issue for amounts between 4 and 9 cents an option, taking into account the terms of the relevant options. The option offers are conditional on the share offers becoming unconditional.
TCEP and its predecessor firms have managed eight separate private equity funds and invested in approximately 200 companies. The firm has approximately US $1.75 billion of capital under management across three investment funds. TCEP has applied and refined industry consolidation or buy and build investment strategies for more than two decades across software, business services and healthcare industries.
The Directors of Citect have unanimously resolved to recommend the TCEP proposals at this time. In the Directors’ view, the TCEP proposals are superior offers to the proposals from Schneider Electric Australia Holdings Pty Ltd and accordingly the Directors have withdrawn their recommendation to shareholders and option holders to vote in favour of the Schneider transaction at the forthcoming Scheme Meetings. Directors intend to seek an adjournment of the proposed Scheme Meetings to consider the Schneider Electric proposal, which was due to occur on 12 January 2006 so shareholders and option holders can consider the TCEP proposals.
Citect’s Chairman, David Mortimer said: “TCEP’s proposal is welcomed by the Citect Board. We intend to work with TCEP to ensure that this recommended proposal is presented to shareholders as soon as possible”.
It is expected that the bidder’s statement from TCEP will be lodged with ASIC by 10 January 2006 and dispatched to shareholders by 31 January 2006. The target’s statement from Citect is expected to be dispatched to shareholders with the bidder’s statement.