Rec Offer for Selecta-Pt 1

Compass Group PLC 12 February 2001 Part 1 Not for release, publication or distribution in or into the USA, Canada, Australia or Japan Compass Group PLC strengthens vending business in Europe through proposed acquisition of Selecta Group Compass Group PLC ('Compass Group') and Selecta Group ('Selecta') are delighted to announce the terms of a recommended cash offer by Compass Group to acquire the 66.7 per cent. of Selecta which is not already owned by Compass Group (the 'Offer'). *This is a strategically important move for Compass Group. Clients are increasingly seeking the choice of a combined foodservice and vending offer. This move brings the number one vending company in North America together with the number one vending company in Europe - combining the expertise of Canteen Vending (Compass Group's vending subsidiary in North America) together with that of Selecta. This further strengthens Compass Group's presence in the sector. *The Offer will be CHF 540 in cash for each Selecta share. The total consideration for the 66.7 per cent. of Selecta not already owned by Compass Group, is CHF 901m (£374m), which will be paid in cash from banking facilities. *The Offer represents a premium of approximately 33 per cent. to the average Selecta share price over the 20 trading days ending on 9 February 2001 of CHF 407. The directors of Selecta consider the terms of the Offer to be fair and reasonable. Accordingly, the Selecta board will recommend that Selecta shareholders accept the Offer. Selecta is the largest European-wide vending organisation, with an annual turnover of CHF 827m (£343m) for the year ended 31 December 2000 and contracts in 15 countries across Europe. The acquisition of Selecta complements the business profile of Compass Group in European foodservice and vending. The combination will enable Compass Group's international clients to obtain the same combination of food and vended services in Europe as they already receive elsewhere in the world. Worldwide the foodservice market is estimated to be worth £200 billion per annum, with vending predominantly centred in North America, Japan and Europe. Canteen Vending, a member of Compass Group, is the leading route vending company in North America. Compass Group believes that its ability to offer an integrated foodservice and vending offer to its North American clients, through Canteen Vending in combination with sister companies such as Eurest, has been a significant factor in its business growth in North America and that the European market is following a similar trend. This Schneider, Chief Executive of Selecta, said: 'I am pleased with the terms of the recommended cash offer and I am excited by the prospects of combining Compass Group and Selecta. The two businesses are highly complementary, both in their service offering and geographic spread. I am sure that the combined business will be a major force in the European vending market, and indeed the global foodservice market.' Michael J Bailey, Chief Executive of Compass Group, said: 'The acquisition of the remaining 67 per cent. of Selecta is an excellent strategic step for Compass Group. We have for some time been working to create a European vending business to complement our foodservice offer. Our experience in the USA, where we are market leader in route vending, has shown the value of providing both services. Selecta is the clear European market leader in vending, already operating in 15 countries with opportunities to further expand in Europe with Compass Group. Leveraging our network and infrastructure throughout Europe we believe will grow our business faster. Compass Group has been a long-term shareholder in Selecta. We are particularly delighted that This Schneider and all of his management team intend to remain with Selecta and to continue to manage the business as part of Compass Group. Together we see good new business opportunities and purchasing synergies, and we believe that this move will provide a strong platform for the further consolidation of the European foodservice and vending market.' Compass Group already owns 33.3 per cent. of Selecta, which it acquired at an aggregate cost of CHF 260m, giving a total potential cost of investment of CHF 1,161m. The offer values the whole of the issued share capital of Selecta at approximately CHF 1.35 bn. Selecta's net assets as at 31 December 1999 were CHF 276.0m, including net cash and marketable securities of CHF 67.1m. For the year to 31 December 1999, Selecta reported earnings before interest, tax, depreciation and amortisation (EBITDA) of CHF 133.5m and profit before tax of CHF 73.5m. The Offer will be subject, inter alia, to the removal by Selecta's shareholders of the provision in the company's articles of incorporation restricting the voting rights of its shares. The directors of Compass Group expect that the formal offer document relating to the Offer (containing the full terms and conditions of the Offer) will be published by 26 March 2001 and that the process is expected to complete no later than the end of May 2001. This summary should be read in conjunction with the full text of the following announcement. Schroder Salomon Smith Barney is acting as financial adviser to Compass Group. UBS Warburg is acting as financial adviser to Compass Group in respect of the Swiss public offer. Credit Suisse First Boston has provided a fairness opinion to the board of directors of Selecta. Enquiries Compass Group Selecta Francis Mackay Albert Gnaegi Michael J Bailey +41 1 396 30 10 Andrew Lynch This Schneider +44 1932 573 000 +41 41 727 72 72 Schroder Salomon Smith Barney David Wormsley Sam Small +44 20 7986 4000 UBS Warburg Markus Weber +41 1 239 28 91 Hudson Sandler Ltd Nick Lyon +44 20 7796 4133 Salomon Brothers International Limited ('Schroder Salomon Smith Barney'), which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Compass Group PLC and no one else in connection with the Offer and will not be responsible to anyone other than Compass Group PLC for providing the protections afforded to customers of Schroder Salomon Smith Barney or for providing advice in relation to the Offer. This document is issued by Compass Group PLC the contents having been approved solely for the purposes of section 57 of the Financial Services Act 1986 by Schroder Salomon Smith Barney which is regulated in the conduct of its business by The Securities and Futures Authority Limited. UBS Warburg which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Compass Group PLC and no one else in connection with the Offer and will not be responsible to anyone other than Compass Group PLC for providing the protections afforded to customers of UBS Warburg or for providing advice in relation to the Offer. Credit Suisse First Boston which is regulated in the United Kingdom by The Securities and Futures Authority Limited is acting for Selecta Group and no one else in connection with the fairness opinion issued to the board of directors of Selecta Group and will not be responsible to anyone other than Selecta Group for providing the protections afforded to customers of Credit Suisse First Boston or in relation to the issue of the fairness opinion. MORE TO FOLLOW
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