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.
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