Merger-TI Grp-FullDetailsPt 1
Smiths Industries PLC
18 September 2000
PART 1
Not for release, publication or distribution in or into, Canada, Japan or
Australia
Proposed Merger of
Smiths Industries plc
and
TI Group plc
The Boards of Smiths Industries plc and TI Group plc are pleased to announce
that they have unanimously agreed the terms of a merger of their two companies.
The Merger will create a new force in specialist engineering with a pro forma
combined market capitalisation of approximately £4.5 billion (based on the
London Stock Exchange closing market prices for the two companies on 15
September 2000). Smiths Industries and TI Group Shareholders will hold
approximately 57.6 per cent. and 42.4 per cent. respectively of the enlarged
issued ordinary share capital of Smiths Industries following completion of the
Merger.
The Merger will create:
- a group comprising four world leading businesses in the aerospace, medical,
sealing solutions and industrial equipment sectors with exposure to high growth
markets
- a group with combined sales of approximately £3 billion with the management,
resources and scale to take advantage of opportunities to develop its chosen
businesses
- a group with attractive financial characteristics including high operating
margins, strong cash flows and a strong balance sheet
- a global organisation with a strong presence in the US, Europe and
Asia-Pacific and a worldwide distribution capability
- a stronger combined management team with complementary cultures
- substantial opportunities in the combined aerospace division, arising from
reinforced first tier status and complementary customer bases
- the opportunity to make initial cost savings of at least £25 million in the
first full year of trading following completion of the Merger
Under the terms of the Merger, TI Group Shareholders will receive 0.46 of a new
Smiths Industries Share for every TI Group Share. In addition, subject to the
Merger becoming effective, TI Group Shareholders will be entitled to receive a
special interim dividend of 12p per TI Group Share payable by TI Group for the
year ending 31 December 2000.
Further to the announcement made on 15 September 2000, TI Group will continue to
proceed with the sale of its Automotive Systems Division. Subsequent
announcements will be made in due course as developments warrant. To the extent
that the net proceeds from this disposal exceed £900 million (including net debt
assumed by a purchaser but less costs and tax), TI Group Shareholders will
participate in the excess through the receipt of deferred proceeds. Applying
the preliminary offers received and based on the Board of TI Group's estimate of
tax and costs, the Board of TI Group estimates that the deferred proceeds would
be worth between 20p and 65p per share.
Commenting on the Merger, Sir Christopher Lewinton, Chairman of TI Group, said:
'The combination of the sale of TI Group Automotive Systems Division and the
creation of the Merged Group provides an excellent opportunity for shareholder
value creation. TI Group shareholders will not only benefit from the value
realised from the disposal, but will also enjoy the opportunities that the
enhanced platform will provide for our business. This deal provides for an
exciting future'.
Commenting on the Merger, Keith Butler-Wheelhouse, Chief Executive Officer of
Smiths Industries, said:
'This exciting Merger doubles the size of our existing Aerospace operations and
adds a new competency to the Smiths Industries portfolio in TI Group's world
leading Sealing Solutions business. The Merged Group will be well placed for
future growth'.
There will be a briefing for analysts at 8.45 a.m. (for 9.00 a.m.) today, 18
September 2000, at 10 Aldermanbury, London EC2V 7RF. Smiths Industries has
today also released its preliminary results for the year ended 31 July 2000.
This summary should be read in conjunction with the full text of the attached
press release about the Merger.
Enquiries:
Smiths Industries 020 8457 8203 TI Group 020 7560 5700
Keith Butler-Wheelhouse Martin Angle
Alan Thomson
Russell Plumley Richard Poston
Chase 020 7638 5858 UBS Warburg 020 7567 8000
Bernard Taylor Robin Budenberg
Julian Oakley Aidan Clegg
Paul Nicholls
Cazenove & Co. 020 7588 2828 Morgan Stanley 020 7425 5000
David Mayhew Dean Witter
Arthur Drysdale Robert Scully
Mark Warham
Brunswick 020 7404 5959 Finsbury 020 7251 4112
Alan Parker Roland Rudd
Locksley Ryan Rollo Head
Chase, which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting for Smiths Industries and no one else in connection
with the Merger and will not be responsible to anyone other than Smiths
Industries for providing the protections afforded to customers of Chase, nor for
providing advice in relation to the Merger.
UBS Warburg, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for TI Group and no one else in connection
with the Merger and will not be responsible to anyone other than TI Group for
providing the protections afforded to customers of UBS Warburg, nor for
providing advice in relation to the Merger.
Morgan Stanley Dean Witter, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for TI Group and no one else
in connection with the Merger and will not be responsible to anyone other than
TI Group for providing the protections afforded to customers of Morgan Stanley
Dean Witter, nor for providing advice in relation to the Merger.
This announcement does not constitute an offer or an invitation to purchase any
securities. The new Smiths Industries Shares to be issued pursuant to the
Scheme have not been and will not be registered under the Securities Act nor
under the securities laws of any state of the United States but are intended to
be issued to persons within the United States pursuant to the exemption from the
registration requirements of the Securities Act provided by Section 3(a)(10) of
the Securities Act. In addition, no steps have been taken, nor will any be
taken, to enable the new Smiths Industries Shares to be offered in compliance
with the applicable securities laws of Canada or Japan and no prospectus in
relation to the new Smiths Industries Shares has been, or will be, lodged with
or registered by the Australian Securities and Investments Commission.
Accordingly, the new Smiths Industries Shares may not be offered, sold,
transferred, resold, delivered or distributed, directly or indirectly, in or
into Canada, Japan or Australia (except in transactions exempt from or not
subject to the registration requirements of the relevant securities laws of
Canada, Japan or Australia).
This announcement contains a number of forward-looking statements relating to
Smiths Industries and TI Group with respect to, among others, the following:
financial condition; results of operations; the businesses of Smiths Industries
and TI Group; cost savings or synergies; competitive positions and growth
opportunities for existing products; dividends; and management plans and
objectives.
Smiths Industries and TI Group consider any statements that are not historical
facts as 'forward-looking statements'. They involve a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. Important factors that could cause
actual results to differ materially from estimates or forecasts contained in the
forward-looking statements include, among others, the following possibilities:
future revenues are lower than expected; costs or difficulties relating to the
integration of the businesses of Smiths Industries and TI Group, or of other
future acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or realised
within the expected time frame; competitive pressures in the industry increase;
general economic conditions or conditions affecting the relevant industries,
whether internationally or in the places Smiths Industries and TI Group do
business are less favourable than expected; and/or conditions in the securities
market are less favourable than expected.
Appendix V contains the definitions of certain terms used in this announcement.
Not for release, publication or distribution in or into Canada, Japan or
Australia
Proposed Merger of
Smiths Industries plc
and
TI Group plc
1. Introduction
The Boards of Smiths Industries plc and TI Group plc are pleased to announce
that they have unanimously agreed the terms of a merger of their two companies.
The Merger will create a new force in specialist engineering with a pro forma
combined market capitalisation of approximately £4.5 billion (based on the
London Stock Exchange closing market prices for the two companies on 15
September 2000).
Under the terms of the Merger (which are set out in more detail in Section 4)
and on the basis of the current issued share capital of each company, Smiths
Industries and TI Group Shareholders will hold approximately 57.6 per cent. and
42.4 per cent. respectively of the enlarged issued ordinary share capital of
Smiths Industries following completion of the Merger.
2. Rationale for the Merger and Merger Benefits
The Merger will create:
- a group comprising four world leading businesses in the aerospace, medical,
sealing solutions and industrial equipment sectors with exposure to high growth
markets
- a group with combined sales of approximately £3 billion with the management,
resources and scale to take advantage of opportunities to develop its chosen
businesses
- a group with attractive financial characteristics including high operating
margins, strong cash flows and a strong balance sheet
- a global organisation with a strong presence in the US, Europe and
Asia-Pacific and a worldwide distribution capability
- a stronger combined management team with complementary cultures
- the opportunity to make initial cost savings of at least £25 million in the
first full year of trading following completion of the Merger
The strategy of the Merged Group will be to focus on the key sectors in which
the two companies currently operate and to grow its businesses through organic
development and acquisitions.
The Merged Group will comprise the following divisions:
- Aerospace, incorporating Smiths Industries' aerospace activities and TI
Group's Dowty, with estimated combined sales in excess of £1.1 billion. The
combination will reinforce the Merged Group's first tier status with major
customers and provide an enhanced product range with attractive synergies in
areas such as actuation equipment. Dowty's Airbus strength will expand the
addressable markets for the combined business, which will also have a stronger
position with Boeing and a strong position with Lockheed. In addition, in Civil,
Dowty's strengths in the regional and business jet markets will provide
opportunities for Smiths Industries' businesses. The combined division will have
an even balance between Civil and Defence sales and a separate business
addressing aircraft operators' aftermarket needs.
- Medical, with sales of approximately £420 million in the high growth
healthcare market. Its two principal areas of operation are single use
anaesthesia/respiratory care and infusion therapy.
- the newly formed Sealing Solutions, with sales of approximately £1 billion,
will bring together TI Group's John Crane and Specialty Polymer Products
businesses to create a world leader in advanced sealing solutions. This new
division will have an outstanding global distribution network and an expanded
product range which will drive both revenue growth and enhanced productivity,
including through accelerated development of E-commerce opportunities.
Industrial, with sales of approximately £460 million, will focus on the
rapidly growing telecom infrastructure sector, leveraging recent acquisitions in
this market.
Further to the announcement made on 15 September 2000, TI Group is proceeding
with the sale of its Automotive Systems Division. Further announcements will be
made in due course, as developments warrant.
3. Board and Management
The proposed Merger provides the opportunity to draw on the strength and depth
of the management teams of Smiths Industries and TI Group, as well as their
highly experienced non-executive directors. The new Board will comprise eight
executive directors and seven non-executive directors and is set out below:
Proposed role in the Merged Group Current role
Chairman (Non-executive) Sir Christopher Lewinton Chairman, TI Group
Deputy Chairman (Non-executive) Keith Orrell-Jones Chairman, Smiths
Industries
Chief Executive Officer Keith Butler-Wheelhouse Chief Executive
Officer, Smiths
Industries
Financial Director Alan Thomson Financial
Director, Smiths
Industries
Executive Director (Strategy) Martin Angle Finance Director,
TI Group
Executive Director (Aerospace) John Ferrie Executive Director
(Aerospace), Smiths
Industries
Executive Director (Medical) Lawrence Kinet Executive Director
(Medical), Smiths
Industries
Executive Director John Langston Executive Director
(Sealing Solutions) (Specialty Polymer
Products), TI Group
Executive Director (Industrial) Einar Lindh Executive Director
(Industrial), Smiths
Industries
General Counsel David Lillycrop General Counsel, TI
Group
Non-executive Director Sir Colin Chandler Non-executive
Director, TI Group
Non-executive Director Sir Nigel Broomfield Non-executive
Director, TI Group
Non-executive Director John Hignett Non-executive deputy
Chairman, TI Group
Non-executive Director Julian Horn-Smith Non-executive
Director, Smiths
Industries
Non-executive Director Robert O'Leary Non-executive
Director, Smiths
Industries
There will be Nominations, Audit and Remuneration committees of the Board, each
comprising four non-executive directors.
Bill Laule, Chief Executive of TI Group, supported by Allan Welsh, Chief
Executive of TI Group Automotive Systems, will be leading the disposal of the
Automotive Systems Division.
4. Details of the proposed Merger
The Merger is to be effected by way of a scheme of arrangement of TI Group
under section 425 of the Companies Act. The Merger is conditional upon the
matters set out in Appendix I, including the approval of the Merger by the
shareholders of both TI Group and Smiths Industries, the sanction of the Scheme
by the High Court and certain regulatory conditions.
Under the Scheme, all of TI Group's issued ordinary share capital (other than
any TI Group Shares held by Smiths Industries) will be either cancelled and
re-issued to, or transferred to, Smiths Industries. TI Group Shareholders who
are on the register of TI Group on the day prior to the effective date of the
Scheme will receive new Smiths Industries Shares on the following basis:
for each TI Group Share 0.46 of a new Smiths Industries
Share
Fractions of new Smiths Industries Shares will not be allotted, but will be
aggregated and sold in the market for the benefit of the Merged Group.
In addition, the TI Group Board intends to declare a special interim dividend of
12p per share which will be payable by TI Group, subject to the Merger becoming
effective, for the year ending 31 December 2000, to shareholders on the register
of TI Group on the record date (currently expected to be on the day immediately
before the Scheme becomes effective).
The Merger will result in the issue of up to 232.7 million new Smiths Industries
Shares (without taking account of the exercise of any options under the TI Group
Share Option Schemes), representing approximately 42.4 per cent. of the enlarged
issued ordinary share capital of Smiths Industries.
The new Smiths Industries Shares issued pursuant to the Merger will be issued
credited as fully paid and will rank pari passu in all respects with the
existing Smiths Industries Shares including the right to receive and retain in
full future dividends and other distributions (if any) declared, made or paid
after the date of this announcement other than the Smiths Industries final
dividend of 15.7p declared today by Smiths Industries for the year ended 31 July
2000.
The TI Group Shares which are the subject of the Merger are to be acquired by
Smiths Industries fully paid and free from all liens, charges, encumbrances,
rights of pre-emption and any other third party rights of any nature whatsoever
and together with all rights attaching to them, including the right to receive
all dividends and other distributions (if any) declared, made or paid after the
date of this announcement, other than the interim dividend of 6.1p payable by TI
Group on 11 October 2000 and the special interim dividend of 12p per share.
5. Deferred Proceeds
On completion of the sale of the Automotive Systems Division, the Merged Group
will be entitled to retain the first £900 million of proceeds (including net
debt assumed by a purchaser but less costs and tax). The existing TI Group
Shareholders and option holders will be entitled to receive the next £300
million of such proceeds by way of a deferred right. Any such proceeds in
excess of £1,200 million will be divided as to 50 per cent. to TI Group
Shareholders and option holders and 50 per cent. to the Merged Group.
It is intended that any entitlement to deferred proceeds will be paid in
ordinary shares or other instrument of Smiths Industries or cash in a form which
does not prejudice the capital gains tax treatment of TI Group Shareholders as a
whole.
As noted above, the sale process for the Automotive Systems Division is
proceeding and price indications have been received from prospective purchasers
which may increase or decrease as the sale process continues. Applying the
preliminary offers received and based on the Board of TI Group's estimate of tax
and costs, the Board of TI Group estimates that the deferred proceeds would be
worth between 20p and 65p per share.
The deferred proceeds are payable in circumstances where any agreement for the
sale of the Automotive Systems Division is entered into prior to 30 April 2002.
There can be no assurance that any agreement relating to the sale of the
Automotive Systems Division will be entered into prior to 30 April 2002 or as to
the level of such sale proceeds.
Further details relating to the calculation of the deferred proceeds, the
arrangements for the sale process if the sale of the Automotive Systems Division
is not completed prior to the date on which the Scheme becomes effective and the
issue of ordinary shares or other instrument of Smiths Industries will be
provided in the Scheme document.
6. Other matters relating to the Merger
The Merger will require approval by an ordinary resolution of the holders of
Smiths Industries Shares to be proposed at an extraordinary general meeting of
Smiths Industries. A special resolution to change the name of Smiths Industries
will also be proposed at the same meeting.
The Scheme will require approval by holders of TI Group Shares at a meeting to
be convened by direction of the High Court. The approval required at the
Court-convened meeting of holders of TI Group Shares is a majority in number
representing not less than three fourths in value of those holders present and
voting in person or by proxy at the meeting. The Scheme may also require
approval by a special resolution of the holders of TI Group Shares to be
proposed at an extraordinary general meeting of TI Group. In addition, the
Scheme will also require the sanction of the High Court.
Once the necessary approvals from the TI Group and Smiths Industries
shareholders have been obtained and the relevant regulatory and other conditions
have been satisfied or, where relevant, waived the Scheme will become effective
upon the delivery to the Registrar of Companies of a copy of the order of the
High Court sanctioning the Scheme and registration of such order. This is
expected to occur by the end of December 2000.
The formal documentation relating to the Merger will be despatched to TI Group
and Smiths Industries shareholders in due course. This documentation will
include the notices of the meetings of TI Group and Smiths Industries
shareholders and full details of the Scheme, and will specify the necessary
actions to be taken by both TI Group and Smiths Industries shareholders.
7. Summary financial information
Summary financial and other information on Smiths Industries and TI Group is set
out in Appendices II and III respectively. The information in relation to Smiths
Industries and TI Group has been derived from the latest audited consolidated
accounts of each company for the two years ended 31 July 1999 and 31 December
1999 respectively and the unaudited preliminary announcement of Smiths
Industries for the year ended 31 July 2000.
Smiths Industries will account for the Merger using merger accounting under UK
GAAP. The first full set of results of the Merged Group will be drawn up for the
year ending 31 July 2001.
The Merger is expected to be earnings neutral for Smiths Industries in the first
full financial year following completion (1).
8. Employees
The Boards of Smiths Industries and TI Group confirm that the existing rights,
including pension rights, of all management and employees of Smiths Industries
and TI Group will be fully safeguarded following completion of the Merger.
9. Share option schemes
Appropriate proposals will be made in due course to holders of options under the
TI Group Share Option Schemes.
10. Dividend policy
The dividend policy of the Merged Group will be progressive with cover (prior to
exceptional items and goodwill amortisation) being maintained in excess of two
times.
11. United States shareholders
This announcement is not an offer of Smiths Industries Shares. Smiths
Industries Shares may not be offered or sold in the United States absent
registration under the Securities Act or an exemption from registration. The new
Smiths Industries Shares will not be registered under the Securities Act;
however, Smiths Industries intends to issue new Smiths Industries Shares to
holders of TI Group Shares under the Scheme in reliance upon an exemption from
the registration requirements of the Securities Act provided by Section 3(a)(10)
of that Act.
(1) This statement should not be construed as a profit forecast or be
interpreted to mean that the future earnings per share of the Merged Group will
necessarily be the same as, or greater than, the earnings per share of Smiths
Industries for completed financial periods.
12. Settlement, listing and dealing
Application will be made to the UK Listing Authority for the new Smiths
Industries Shares to be admitted to the Official List, and to the London Stock
Exchange for the new Smiths Industries Shares to be admitted to trading on its
market for listed securities.
No certificates for new Smiths Industries Shares will be issued in respect of
the entitlements of TI Group Shareholders who hold their TI Group Shares in
CREST, settlement for which will be made through the applicable CREST
procedures. Certificates for new Smiths Industries Shares to be held in
certificated form will be despatched no later than 14 days after the effective
date of the Scheme.
Further details on settlement, listing and dealing will be included in the
documents to be sent to Smiths Industries Shareholders and to TI Group
Shareholders.
13. Recommendations
The TI Group Board, which has been so advised by UBS Warburg and Morgan Stanley
Dean Witter, its financial advisers, considers the terms of the Merger to be
fair and reasonable to TI Group. In providing their advice to the TI Group
Board, UBS Warburg and Morgan Stanley Dean Witter have taken into account the TI
Group Board's assessment of the commercial merits of the Merger.
The TI Group Directors believe that the terms of the Merger are in the best
interests of TI Group Shareholders as a whole and unanimously recommend that TI
Group Shareholders vote in favour of the resolutions to be proposed at the court
meeting and the extraordinary general meeting of TI Group, as they intend to do
in respect of their own respective beneficial holdings.
The Smiths Industries Board, which has been so advised by Chase, its financial
adviser, considers the terms of the Merger to be fair and reasonable to Smiths
Industries. In providing its advice to the Smiths Industries Board, Chase has
taken into account the Smiths Industries Board's assessment of the commercial
merits of the Merger.
The Smiths Industries Directors believe that the terms of the Merger are in the
best interests of Smiths Industries Shareholders as a whole and unanimously
recommend that Smiths Industries Shareholders vote in favour of the resolutions
to be proposed at the extraordinary general meeting of Smiths Industries, as
they intend to do in respect of their own respective beneficial holdings.
There will be a briefing for analysts at 8.45 a.m. (for 9.00 a.m.) today, 18
September 2000, at 10 Aldermanbury, London EC2V 7RF. Smiths Industries has
today also released its preliminary results for the year ended 31 July 2000.
Enquiries:
Smiths Industries 020 8457 8203 TI Group 020 7560 5700
Keith Butler-Wheelhouse Martin Angle
Alan Thomson Richard Poston
Russell Plumley
Chase 020 7638 5858 UBS Warburg 020 7567 8000
Bernard Taylor Robin Budenberg
Julian Oakley Aidan Clegg
Paul Nicholls
Cazenove & Co. 020 7588 2828 Morgan Stanley 020 7425 5000
David Mayhew Dean Witter
Arthur Drysdale Robert Scully
Mark Warham
Brunswick 020 7404 5959 Finsbury 020 7251 4112
Alan Parker Roland Rudd
Locksley Ryan Rollo Head
Chase, which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting for Smiths Industries and no one else in connection
with the Merger and will not be responsible to anyone other than Smiths
Industries for providing the protections afforded to customers of Chase, nor for
providing advice in relation to the Merger.
UBS Warburg, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for TI Group and no one else in connection
with the Merger and will not be responsible to anyone other than TI Group for
providing the protections afforded to customers of UBS Warburg, nor for
providing advice in relation to the Merger.
Morgan Stanley Dean Witter, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for TI Group and no one else
in connection with the Merger and will not be responsible to anyone other than
TI Group for providing the protections afforded to customers of Morgan Stanley
Dean Witter, nor for providing advice in relation to the Merger.
This announcement does not constitute an offer or an invitation to purchase any
securities. The new Smiths Industries Shares to be issued pursuant to the
Scheme have not been and will not be registered under the Securities Act nor
under the securities laws of any state of the United States but are intended to
be issued to persons within the United States pursuant to the exemption from the
registration requirements of the Securities Act provided by Section 3(a)(10) of
the Securities Act. In addition, no steps have been taken, nor will any be
taken, to enable the new Smiths Industries Shares to be offered in compliance
with the applicable securities laws of Canada or Japan and no prospectus in
relation to the new Smiths Industries Shares has been, or will be, lodged with
or registered by the Australian Securities and Investments Commission.
Accordingly, the new Smiths Industries Shares may not be offered, sold,
transferred, resold, delivered or distributed, directly or indirectly, in or
into Canada, Japan or Australia (except in transactions exempt from or not
subject to the registration requirements of the relevant securities laws of
Canada, Japan or Australia).
This announcement contains a number of forward-looking statements relating to
Smiths Industries and TI Group with respect to, among others, the following:
financial condition; results of operations; the businesses of Smiths Industries
and TI Group; cost savings or synergies; competitive positions and growth
opportunities for existing products; dividends and management plan, and
objectives. Smiths Industries and TI Group consider any statements that are
not historical facts as 'forward-looking statements'. They involve a number of
risks and uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. Important factors that
could cause actual results to differ materially from estimates or forecasts
contained in the forward-looking statements include, among others, the following
possibilities: future revenues are lower than expected; costs or difficulties
relating to the integration of the businesses of Smiths Industries and TI Group,
or of other future acquisitions, are greater than expected; expected cost
savings from the transaction or from other future acquisitions are not fully
realised or realised within the expected time frame; competitive pressures in
the industry increase; general economic conditions or conditions affecting the
relevant industries, whether internationally or in the places Smiths Industries
and TI Group do business, are less favourable than expected; and/or conditions
in the securities market are less favourable than expected.
Appendix V contains the definitions of certain terms used in this announcement.
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