Press Release - EGM-Dec 2014 - Announcements
Transcription
Press Release - EGM-Dec 2014 - Announcements
PELIKAN INTERNATIONAL CORPORATION BERHAD PRESS RELEASE FOR IMMEDIATE RELEASE Go Ahead From Pelikan Shareholders For Its Assets Streamlining Proposal To Unlock Stationery Assets Valued At EUR231.2 million (RM971 Million*) Pelikan Group injecting stationery assets valued at EUR231.2 million (RM971 million*) into German-listed subsidiary Herlitz in return for 231.2m new Herlitz shares of Euro1.00 each Proposals also include the further issuance of 32.9 million new Herlitz shares and Offer for Sale of 60 million Herlitz shares at EUR1.00 each Pelikan Group set to realise an estimated gain of RM130 million and raise total cash proceeds of RM390 million* on completion of Scheme PICB’s net asset per share and cash per share will increase to RM1.31 (+23.6%) and RM1.00 (+354.5%) per share respectively Clearly defined business and organisational structure under Herlitz coupled with additional funds raised to drive growth of global stationery business Shah Alam (17 December 2014) – Pelikan International Corporation Berhad (“PICB”) announced that it has received approval from its shareholders for its proposed business re-organisation scheme (“Scheme”) during its Extraordinary General Meeting held on 17 December 2014. The Pelikan Group had, on 10 November 2014 signed a Heads of Agreement (“HoA”) with Herlitz to inject its subsidiaries and assets into Herlitz for a consideration of EUR231.2 million (RM971 million*) in exchange for the issuance of 231.2 million new shares with a nominal value of EUR1.00 per share in Herlitz. This consideration value represents a discount of EUR18 million or 7.2% to the valuation of EUR249.2 million (RM1,046.6 million*) by PricewaterhouseCoopers (“PwC”), Berlin. PwC Berlin was appointed as an independent auditor by Germany’s court of register to audit the valuation of the subsidiaries and assets of the Pelikan Group that are to be injected into Herlitz. Assets involved in this proposed scheme comprises of the Group’s worldwide stationery businesses, namely Pelikan Germany, Pelikan Belgium, Pelikan Schweiz, Pelikan Italy, Pelikan Japan, Pelikan Middle East, Pelikan Mexico, Pelikan Colombia, Pelikan Argentina as well as its logistics property. In total, the assets involved generated a turnover of approximately RM1,016.0 million, representing 70.5% of the Pelikan Group’s turnover for the financial year ended 31 December 2013. Pelikan International Corporation Berhad Press Release 11 November 2014 1|P a g e The HoA also includes the proposed cash issuance of 32.9 million new Herlitz shares at cash offer price of EUR1.00 per share; and proposed offer for sale by Pelikan Group of up to 60.0 million Herlitz shares at a minimum of price of EUR1.00 per share. Loo Hooi Keat, President and CEO of Pelikan said, “The passing of the resolutions today sets another milestone for the Pelikan Group as we move closer to completing our exercise to unlock the value of our core stationery assets via a listing in Germany. The Group is expected to raise RM390 million* and realise an estimated gain of RM130 million* upon the completion of the proposed scheme”. Loo added, “One of the key rationales of the exercise is to consolidate the Group’s stationery sales and distribution business into Herlitz to create a clearly defined organisational structure of management and business. With a strong heritage branding, ‘PELIKAN’ has high brand recognition in the German markets as well as international markets such as the Americas and Asia. Together with the brands ‘HERLITZ’, ‘GEHA’ and ‘SUSYCARD’, the Group would be in a better position to compete and adopt a multi brand strategy positioning for each brand to the right products and markets to maximise sales potential”. The successful fund raising will also serve to strengthen PICB’s balance sheet, where gearing would be substantially reduced to 0.38x and its cash per share raised to RM1.00 from RM0.22 as at the end of 2013, and overall net asset per share improve to RM1.31 from RM1.06. *based on exchange rate of RM4.20 = EUR1 -Ends- Contact : NRA Access Sdn Bhd Nicole Koh, Associate Director Tel: +603 2163 3700 Email: nicolekoh@nra.com.my Pelikan International Corporation Berhad Ho Ming Hon, Senior VP, Head of Group Finance and Corporate Services Tel: +603 5569 5511 ext. 205 Email: mhho@pelikan.com.my Pelikan International Corporation Berhad Press Release 11 November 2014 2|P a g e About Pelikan International Corporation Berhad: Established in 1838, PELIKAN is a 176 year old German stationery brand, globally renowned for the diversity of its stationery supplies and offers high quality products from high-valued writing instruments, hobby paints, office stationery, school supplies and printer consumables. PELIKAN is one of the market leaders and pioneers in writing instruments and stationery industry worldwide. In 2005, PELIKAN’s business was acquired by Pelikan International Corporation Berhad (‘PICB’), which was subsequently listed on the Main Market of Bursa Malaysia Securities Berhad. Since its listing, PICB has been consolidating the PELIKAN business by reunifying the brand and companies whilst at the same time, expanding its business geographically and building brand awareness. Today, PICB owns the global brand and distribution rights of PELIKAN, and has operations spanning across 5 continents supported by manufacturing facilities in eight countries, and a worldwide distribution network in over 170 countries across Germany and the rest of Europe, Latin America, Middle East and Asia. In March 2010, PICB acquired the majority equity stake in Herlitz AG, a listed stationery company in Germany, as part of its strategy to integrate another strong stationery brand into the Pelikan Group to extract greater synergies. Based in Berlin and founded in 1904, HERLITZ is one of Europe's leading manufacturers and distributors of quality products in paper, office and stationery, as well as papeterie products, particularly in Germany and Eastern Europe. The company manages the brands "HERLITZ" and "SUSY CARD". With the acquisition of Herlitz AG, the PELIKAN group now encompasses three listed companies; namely PICB and its two listed subsidiaries, 96.45%-owned Pelikan Holding AG, which is listed on the SIX Swiss Exchange, Switzerland and 71.32%-owned Herlitz AG, which is listed on the Frankfurt Stock Exchange, Germany. For the first nine months of its financial year ending 31 December 2014, Pelikan reported revenue of RM1,098.3 million compared to RM1,118.7 million in the same period last year. Profit before tax rose jumped 68.6% to RM23.2 million, whilst net profit after tax and minority interest surged 145.4% to RM9.5 million. Pelikan International Corporation Berhad Press Release 11 November 2014 3|P a g e