Fisher & Paykel Appliances Holdings Limited
FPA Stock Exchange Release ASX/NZX 11 September 2012
FPA - Takeover Notice Received from Haier
FPA receives takeover notice from Haier and advises shareholders to take no
On 10 September 2012, Fisher & Paykel Appliances Holdings Limited ("FPA" or
the "company") advised that it had been approached by Haier expressing an
interest in making a takeover offer for the company.
FPA has today received a takeover notice from Haier New Zealand Investment
Holding Company Limited ("Haier"), a wholly-owned subsidiary of FPA''s 20%
shareholder Haier (Singapore) Management Holding Co. Pte Limited. A copy of
the takeover notice is attached.
Haier''s notice states that it intends to make a full takeover offer for all
of the ordinary shares in FPA not already held by Haier at an offer price of
NZ$1.20 per share in cash.
The offer will be subject to a number of conditions, including Haier
receiving acceptances that would result in Haier holding or controlling more
than 50% of the voting rights in FPA, Haier obtaining all consents required
under the Overseas Investment Act 2005 and Overseas Investment Regulations
2005, other regulatory approval conditions and certain other conditions (as
set out in clause 5 of the terms of the proposed takeover offer attached to
Haier''s takeover notice). The notice also contains a list of intentions from
Haier with respect to FPA business continuity.
The Board of Directors of FPA excluding the two directors associated with
Haier (the "Independent Board") recommends that FPA shareholders take no
action until the full details of the Independent Board''s assessment of the
offer, including the directors'' recommendation together with the independent
adviser''s report, has been provided to shareholders.
The Independent Board is supportive of Haier''s offer on the following basis:
o The offer price must be within or above the valuation range as determined
by the independent adviser
o There is no superior alternative for FPA and its shareholders
o The terms and conditions of the offer being acceptable
The Independent Board will respond to and may progress any unsolicited
alternative proposals received from third parties after considering terms and
conditions and pricing.
Haier has entered into a lock-up agreement with Allan Gray Australia Pty
Limited ("Allan Gray") in relation to Allan Gray''s entire 17.46% shareholding
in FPA. Under the terms of this lock-up agreement, Allan Gray has agreed to
accept into Haier''s offer shortly after the formal takeover offer being made.
Combined with the existing 20% shareholding, this gives Haier a relevant
interest in 37.46% of FPA''s shares. Haier has filed today a revised
substantial security holder notice to reflect this interest.
FPA''s shareholders will be mailed a Target Company Statement within 14 days
after the date that Haier despatches its offer document to shareholders. The
Target Company Statement will include a copy of the independent adviser''s
report commissioned by the Independent Board. FPA will seek the Takeovers
Panel''s approval of an independent adviser.
Haier''s takeover offer is expected to be mailed to shareholders in late
September or early to mid October and will be open for a period of 45 days
after the date of the offer (subject to extension in accordance with the
Takeovers Code). The offer is not presently capable of acceptance.
First NZ Capital and Bell Gully have been appointed as FPA''s advisers.
For further information please contact:
Matt Orr +64 (9) 273-0660
End CA:00227188 For:FPA Type:TAKEOVER Time:2012-09-12 08:30:21