Offer Update
Compass Group PLC
30 January 2002
30 January 2002
Compass Group PLC
Compass Group confirms acceptance of its offer for Seiyo Food Systems, Inc.
Compass Group is delighted to confirm the successful conclusion of its tender
offer for Seiyo Food Systems, Inc. ('Seiyo') of Japan.
Compass Group has been informed by its tender offer agents, The Nomura
Securities Co., Ltd. and Goldman Sachs (Japan) Ltd., that at the close of the
offer, 57,132,981 ordinary shares, representing 52.4% of the issued share
capital of Seiyo, have been tendered. The total of the Compass Group, Saison
Network Inc. and Seibu Department Stores, Ltd. shareholdings, and shares
tendered under the offer (together, the 'Shares') represents 93.4% of the
issued share capital of Seiyo. Under Tokyo Stock Exchange rules, it is
currently expected that Seiyo's ordinary shares will be delisted, unless the
Shares represent less than 80% of the issued share capital of Seiyo at any time
during one year following closing of the offer.
Michael J. Bailey, Chief Executive, Compass Group PLC, said:
'We are delighted that our offer for Seiyo has been accepted by a significant
number of shareholders and has therefore closed successfully. Seiyo is a
strategically important acquisition for Compass Group, as it will enable us to
capitalise on and benefit from the substantial long-term growth opportunities
in the Japanese foodservice market. Seiyo represents an ideal platform through
which to build and enhance our Japanese presence. We welcome the management
and staff of Seiyo into the Group.'
Compass Group was advised by Goldman Sachs International.
ENDS
Enquiries:
Simon Sporborg, Brunswick
Tel: 020 7404 5959
Notes to editors
1. Background to the transaction: On 11 December 2001, Compass Group PLC
announced a cash tender offer to acquire all of the issued share capital of
Seiyo. Compass Group also entered into an agreement with Seiyo for Compass to
subscribe for 27.5% of Seiyo's enlarged equity. Seiyo's two largest
shareholders, Saison Network Inc. and Seibu Department Stores, Ltd., together
representing 13.5% of the enlarged equity of Seiyo indicated their support for
the offer and entered into an agreement to sell their shares to Compass in due
course. The offer, made pursuant to a tender offer registration statement
filed on 12 December 2001, commenced on that date and closed for acceptances in
Japan on Tuesday 29 January 2002.
2. Compass Group is the world's largest foodservice company employing over
300,000 people in over 90 countries and with annual revenues in excess of
£9bn. Compass Group provides foodservice for clients including major
employers, educational establishments, hospitals, leisure venues, retail
locations and at major airports and stations throughout USA, Europe, and
developing markets in Asia and South America. It operates through sector-
specific subsidiaries such as Eurest, the world's largest specialist in
providing foodservice to business and industry clients, and Select Service
Partner, the European market leader in foodservice at airport restaurants and
rail stations. Further information on the Group can be found at www.compass-
group.com
3. Seiyo: Founded in 1947, Seiyo is based in Tokyo and manages 343 contract
outlets for clients and operates 241 concession outlets throughout Japan.
Seiyo has announced its intention to sell its CASA high street restaurants
operating division.
The contents of this press announcement have been approved by Goldman Sachs
International solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000. Goldman Sachs International is acting for
Compass Group PLC and for no-one else in connection with the Offer and will not
be responsible to any other person for providing the protections afforded to
clients of Goldman Sachs International or for providing advice in relation to
the Offer or the contents of this announcement. Goldman Sachs International
can be contacted at Peterborough Court, 133 Fleet Street, London EC4A 2BB.
This information is provided by RNS
The company news service from the London Stock Exchange
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