GLV Announces its Intent to Launch a Voluntary Takeover Bid to Purchase the Shares of Austria-Based Christ Water Technology AG Specializing in Industrial and Municipal Water Treatment Technologies
Montreal, Canada (ots/PRNewswire) -
[All amounts are in Canadian dollars unless otherwise indicated.] GLV Inc. ("GLV"; ticker symbols GLV.A, GLV.B / TSX) announces that its Board of Directors has approved a voluntary takeover bid (the "Takeover" or the "Offer") to purchase up to 100% of the shares of Christ Water Technology AG ("CWT"), an Austria-based company listed on the Vienna Stock Exchange (ISIN: AT0000499157; ticker symbol CWT) that conducts international operations in the area of industrial and municipal water treatment technologies. The Offer has received the support of CWT's largest shareholder, Mr. Andreas Weissenbacher, who holds approximately 27% of the shares of CWT principally through WAB Privatstiftung which signed a binding commitment to irrevocably tender its shares into GLV's takeover bid.
Holders of CWT shares will be offered a cash consideration of Euro 3.35 per CWT share representing a total equity purchase price of approximately $105 M (using a 1.60 Canadian dollar/Euro exchange rate), in addition to GLV assuming an estimated $48 M of net debt from CWT (net of the estimated cash position at the closing of the Takeover and using a 1.60 Canadian dollar/Euro exchange rate), resulting in a total enterprise value consideration of $153 M. The Offer's implied premium to CWT's average share price weighted according to the respective trading volumes for the last 1, 3 and 6 months amounts to 8.0%, 22.8% and 72.5%, respectively.
The equity purchase consideration in the approximate amount of $105 M will be financed by (i) the issuance of new subordinated debentures for an amount of $25 M to Solidarity Fund QFL (the "Fund"); (ii) the issuance of 7,358,173 subscription receipts at a price of $7.25 per receipt (each of which entitles its holder to receive one Class A subordinate voting share for no additional consideration), representing gross proceeds of $53.3 M, concluded in the form of a private placement with Caisse de dépôt et placement du Québec ($39.8 M) and the Fund ($13.5 M), which offering is subject to regulatory approval, and; (iii) the remaining portion of the equity purchase to be financed by drawing on GLV's existing credit facility. Certain technical amendments will have to be made to GLV's existing credit agreement in the context of the Takeover.
The Offer will be launched immediately after its approval by the Austrian Takeover Commission and will be published and distributed by GLV pursuant to Austrian takeover legislation. The completion of the Takeover will be subject to various conditions including, having a minimum of 90% of CWT's shares tendered into the Offer, the closing of CWT's pending sale of its Pharma and Life Science ("PLS") Division to a third party, and other relevant conditions to be set out in the Takeover documentation. GLV aims to close the Takeover in November or December 2009.
Founded in 1939, CWT specializes in the design and fabrication of systems based on cutting-edge technologies used for water purification and ultrapurification, wastewater treatment, recycling of process water, production of drinking water and desalination of seawater. Excluding its PLS division which is in the process of being sold to a third party, CWT currently employs approximately 900 people worldwide. The company's primary end markets are the microelectronics industry, desalination plants, power generation, the petrochemicals industry, the food and beverage processing industry and the municipal segment. During its last fiscal year ended December 31, 2008, CWT, which is present in some 30 countries, recorded 58% of its revenues in Europe, 30% in Asia and 12% in the rest of the world.
GLV's management estimates that, considering CWT's current order backlog and market opportunities, the acquired business will provide GLV with additional revenues of approximately $275 M during the first full fiscal year post acquisition - i.e. the twelve-month period ending March 31, 2011. GLV estimates restructuring costs to be incurred in combining the two organizations will total between $20 M and $30 M, to be expended during the 24 months following closing of the Takeover. The restructuring initiatives, which are necessary to bring CWT's profitability and operating efficiency in line with GLV's current internal working guidelines, are expected to generate cost savings synergies and improved controls. GLV will announce its expectations in this respect at a later date. The transaction is expected to have a positive impact on GLV's net earnings per share for the first full fiscal year following the closing of the Takeover.
Richard Verreault, GLV's President and Chief Operating Officer, stated that the planned acquisition of CWT fits ideally with GLV's long-term vision of securing a global platform and leadership as a provider of comprehensive, high-performance and eco-friendly industrial and municipal water treatment solutions. This acquisition will improve GLV's profile through the achievement of the following key objectives:
- It will complete GLV's technological portfolio in several of its targeted niches. For instance, in addition to its water intake screening technologies, GLV will be able to offer thermal power stations and seawater desalination plants comprehensive solutions, including process water microfiltration, ultrafiltration, demineralization and recycling technologies.
- The technological fit between GLV and CWT will enhance GLV's position in its primary end markets including the energy sector, the municipal market and the petrochemicals industry. Furthermore, it will provide the Company with access to additional industrial markets, such as the microelectronics and solar energy industries.
- This acquisition will further enhance GLV's presence in emerging markets, notably in Asia and Europe where CWT records a significant proportion of its revenues, while also contributing to expand GLV's range of products and services and to increase its revenues and market share in its existing markets in North America, Western Europe, the Pacific region and the Middle East.
J.P. Morgan is acting as the financial advisor to GLV and Gowling Lafleur Henderson LLP and CHSH Cerha Hempel Spiegelfeld Hlawati are the legal advisors, while CWT's financial advisor is Altium Capital AG.
Notice Regarding Forward-Looking Statements
The statements set forth in this press release and other communications to the public that describe management's objectives, projections, estimates, expectations or forecasts may constitute forward-looking statements within the meaning of securities legislation. Forward-looking statements concern analysis and other information based on forecast future results and the estimate of amounts that cannot yet be determined. These may be observations concerning, among others, strategies, expectations, planned activities or actions to come. Forward-looking statements are recognized by the use of terms such as "forecast", "project" "could", "plan", "aim", "estimate" and other similar terms, possibly used in the future or conditional, notably in regard to certain assumptions.
GLV's management would like to point out that, by their very nature, forward-looking statements involve a number of risks and uncertainties such that GLV's actual and future results could differ materially from those indicated. Factors of uncertainty and risk that might result in such differences include trends in the demand for GLV's products and cost of its raw materials, fluctuations in the value of various currencies, pressures exerted on prices by the competition, compliance with environmental legislation and general changes in economic conditions. There can be no assurance as to the materialization of the results, performance or achievements as expressed in or underlying the forward-looking statements. Unless required to do so pursuant to applicable securities legislation, GLV's management assumes no obligation as to the updating or revision of the forward-looking statements as a result of new information, future events or other changes.
Additional information about the risk factors to which GLV is exposed is provided in the "Risk Management" section of the Management's Report for the fiscal year ended March 31, 2009, available on SEDAR (www.sedar.com) and the Company's website (www.glv.com).
About GLV Inc.
GLV is a leading global provider of technological solutions used in water treatment, recycling and purification, as well as in pulp and paper production. The Water Treatment Group (also known worldwide as "Eimco Water Technologies") specializes in the design and international marketing of solutions and high-performance, economical and eco-friendly processes for the treatment and recycling of municipal and industrial wastewater and water used in various industrial processes. It also offers water intake screening solutions for power stations, refineries and desalination plants. With its extensive technological portfolio, the group is positioned to provide comprehensive solutions for the filtration, clarification, treatment and purification of water that will either be returned into the environment, or be re-used in various industrial processes or for domestic purposes. The Pulp and Paper Group specializes in the design and global marketing of equipment and systems used in various stages of pulp and paper production, notably chemical pulping, pulp preparation and sheet formation and finishing. This group ranks among the foremost players in its industry and is a recognized leader in rebuilding, upgrading and optimization services for existing equipment, as well as the sale of spare parts. It also stands apart for the superior performance of several of its key products and technologies, notably in terms of energy savings. GLV is present in some 30 countries and has approximately 1,500 employees.
@@start.t1@@ CONFERENCE CALL WITH INVESTORS ON THE INTENDED TAKEOVER BID
TO PURCHASE THE SHARES OF CWT
September 22, 2009, at 10h00 (Montreal Time)@@end@@
To participate in the conference call, please dial +1-888-231-8191 a few minutes before the start of the call. For those unable to participate, a taped re-broadcast will be available Tuesday, September 22, 2009 from 12:00 p.m. until midnight, Tuesday, September 29, 2009, by dialing +1-800-677-8849; access code 30846737. THE CONFERENCE CALL (AUDIO) WILL BE AVAILABLE AT WWW.GLV.COM. Members of the media are invited to listen in.
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Marc Barbeau, CA, Executive Vice-President and Chief Financial
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