Shares to Be Acquired at S$2.50 Each, via a Scheme of Arrangement
Significant Premium to Historical Prices
Irrevocable Undertakings Received, Representing about 32% of the
Share Capital
SINGAPORE–(BUSINESS WIRE)–
The directors of Goodpack Limited (“Goodpack” or the “Company”) today
announced the proposed acquisition of Goodpack by an affiliate of KKR, a
leading global investment firm. The proposed acquisition will be
effected by way of a scheme of arrangement (the “Share Scheme”), in
accordance with the Companies Act of Singapore (Chapter 50) and the
Singapore Code on Take-overs and Mergers.
This press release should be read in conjunction with the full text of
the joint announcement in relation to the Share Scheme dated May 27,
2014 (“the Announcement”), a copy of which is available on www.sgx.com.
Under the Share Scheme, all issued ordinary shares in Goodpack
(“Goodpack Shares”) held by the shareholders of Goodpack (“Goodpack
Shareholders”) as at a book closure date to be announced by the Company
will be transferred to IBC Capital Limited (“IBC Capital“), a company
held by a fund affiliated with and advised by KKR. In consideration for
the transfer, such Goodpack Shareholders will be entitled to receive
S$2.50 per Goodpack Share in cash. This represents:
-
A premium of 44.7% to Goodpack’s 12-month volume weighted average
price (“VWAP”) to 18 March 2014, being the day prior to an
announcement by Goodpack in respect of a possible transaction
-
A premium of 34.3% to Goodpack’s 6-month VWAP to 18 March 2014
-
A premium of 30.8% to Goodpack’s 1-month VWAP to 18 March 2014
-
A premium of 23.2% to Goodpack’s closing price on 18 March 2014
The figures set out above are based on data extracted from Bloomberg as
at the last full trading day immediately prior to the date of the
Announcement.
With an outstanding issued share capital comprising 559,748,035 Goodpack
Shares (excluding treasury shares), the consideration price values
Goodpack at approximately S$1,399 million.
Mr. David Lam, Executive Chairman of Goodpack, said, “We are delighted
to receive KKR’s proposal to acquire the Company by way of a scheme of
arrangement. The consideration price of S$2.50 per share provides an
opportunity for Goodpack Shareholders to realise their investment in
Goodpack Shares for cash at a significant premium to the historical
trading prices of the Company’s shares.”
Mr. Ming Lu, Member of KKR and Head of KKR Southeast Asia, added,
“Goodpack is a best-in-class provider of packaging and logistics
solutions. We look forward to partnering with David and his management
team in realising Goodpack’s potential and accelerating its growth by
leveraging KKR’s extensive relationships in new verticals and unique
value creation resources, such as KKR Capstone, which works very closely
with our portfolio companies to drive operational improvements.”
Approvals Required
A meeting for Goodpack Shareholders will be convened pursuant to the
order of the High Court of Singapore (the “Court Meeting”). The Share
Scheme will require, inter alia (a) the approval of the Share
Scheme by a majority in number of Goodpack Shareholders who are holding
not less than 75 per cent in value of the Goodpack Shares held by the
Goodpack Shareholders present and voting, either in person or by proxy,
at the Court Meeting, and (b) the sanction of the Share Scheme by the
High Court of Singapore.
Irrevocable Undertakings
IBC Capital has received irrevocable undertakings from Mr. Lam and a
company majority-owned and controlled by Mr Lam, representing, in
aggregate, approximately 32% of total Goodpack Shares as at the date of
the Announcement, to, inter alia, vote, or procure the voting of,
all their Goodpack Shares in favour of the Share Scheme.
Scheme Document
The independent directors of Goodpack for the purpose of the Share
Scheme will be appointing an independent financial adviser (“IFA”) to
advise them on making a recommendation to Goodpack Shareholders in
connection with the Share Scheme. Full details of the Share Scheme
including the recommendation of the independent directors along with the
advice of the IFA will be included in a Share Scheme document to be sent
to Goodpack Shareholders in due course.
Goodpack to be Delisted
Upon the completion of the Share Scheme, Goodpack will become a
wholly-owned subsidiary of IBC Capital, and will be delisted from the
Official List of the Singapore Exchange Securities Trading Limited
(“SGX-ST”).
Advisers
Rippledot Capital Advisers and Allen & Gledhill LLP are acting as sole
financial adviser and legal counsel to Goodpack respectively. Rajah &
Tann LLP acted as legal counsel to David Lam. Morgan Stanley Asia
(Singapore) Pte., Credit Suisse (Singapore) Limited and Goldman Sachs
(Singapore) Pte. have been appointed as joint financial advisers to KKR
and Simpson Thacher & Bartlett LLP and WongPartnership LLP have been
appointed as legal counsels to KKR.
ABOUT GOODPACK
Founded in 1980 and listed on the Main Board of the SGX-ST in 2000,
Goodpack is the world’s largest provider of multi-modal, reusable metal
box systems known as intermediate bulk containers (IBC). With a fleet of
3.2 million IBCs spread across over 5,000 delivery and collection points
worldwide, Goodpack is committed to growing partnerships by providing
sustainable, reliable and cost-effective packing solutions to global
customers in the rubber, chemical, automotive and food processing
sectors. Goodpack containers are currently used in more than 70
countries; they can be hired locally and dehired globally through a
dedicated customer management system with RFID online tracking and local
customer support.
ABOUT KKR
KKR is a leading global investment firm that manages investments across
multiple asset classes including private equity, energy, infrastructure,
real estate, credit and hedge funds. KKR aims to generate attractive
investment returns by following a patient and disciplined investment
approach, employing world-class people, and driving growth and value
creation at the asset level. KKR invests its own capital alongside its
partners’ capital and brings opportunities to others through its capital
markets business. References to KKR’s investments may include the
activities of its sponsored funds. KKR & Co. L.P. is publicly traded on
the New York Stock Exchange (NYSE: KKR) and “KKR”, as used in this
release, includes its subsidiaries, their managed investment funds and
accounts, and/or their affiliated investment vehicles, as appropriate.
For additional information, please visit KKR’s website at www.kkr.com.
The directors of the Company (including any who may have delegated
detailed supervision of the preparation of this press release) have
taken all reasonable care to ensure that the facts stated and all
opinions expressed in this press release which relate to the Company
(excluding information relating to IBC Capital and/or KKR or any opinion
expressed by IBC Capital) are fair and accurate and that, where
appropriate, no material facts which relate to the Company have been
omitted from this press release, and the directors of the Company
jointly and severally accept responsibility accordingly. Where any
information which relates to the Company has been extracted or
reproduced from published or otherwise publicly available sources or
obtained from IBC Capital or KKR, the sole responsibility of the
directors of the Company has been to ensure that, through reasonable
enquiries, such information is accurately extracted from such sources
or, as the case may be, reflected or reproduced in this press release.
The directors of the Company do not accept any responsibility for any
information relating to IBC Capital and/or KKR or any opinion expressed
by IBC Capital.
The directors of IBC Capital (including any who may have delegated
detailed supervision of the preparation of this press release) have
taken all reasonable care to ensure that the facts stated and all
opinions expressed in this press release (excluding information relating
to the Company or any opinion expressed by the Company) are fair and
accurate and that, where appropriate, no material facts in relation
thereto have been omitted from this press release, and the directors of
IBC Capital jointly and severally accept responsibility accordingly.
Where any information has been extracted or reproduced from published or
otherwise publicly available sources or obtained from the Company, the
sole responsibility of the directors of IBC Capital has been to ensure
that, through reasonable enquiries, such information is accurately
extracted from such sources or, as the case may be, reflected or
reproduced in this press release. The directors of IBC Capital do not
accept any responsibility for any information relating to or any opinion
expressed by the Company.
Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20140527005735/en/
MEDIA
KKR
Steven R. Okun, +65-6922-5800
steven.okun@kkr.com
or
Anita
Davis, +852-3602-7335
anita.davis@kkr.com
or
Kristi
Huller, +1-212-230-9722
kristi.huller@kkr.com
or
Terence
Foo, +65-6532-0606
terence.foo@newgatecomms.com.sg
or
Bob
Ong, +65-6532-0606
bob.ong@newgatecomms.com.sg
or
Goodpack
Terence
Foo, +65-6532-0606
terence.foo@newgatecomms.com.sg
or
Bob
Ong, +65-6532-0606
bob.ong@newgatecomms.com.sg
Source: KKR & Co. L.P.