IMPERIAL Holdings Ltd (IMPERIAL) today announced another acquisition in pursuit of its stated strategy of expanding the Logistics business into Africa.
IMPERIAL has submitted a firm intention offer to acquire 100% of CIC Holdings Limited (CIC), for R723,779,792, for 252,188,081 CIC shares, equaling R2.87 per share.
CIC, a Namibian company, listed on the JSE, operates within the fast moving consumer goods (FMCG) industry through distributor agreements with blue chip manufacturers, both locally and internationally. Its service offering includes distributorships, merchandising, warehousing, distribution, debtors' administration and staffing solutions. The group has facilities in the main centres throughout Namibia, Botswana, Swaziland, Mozambique and South Africa.
CIC's proven experience and its expertise in providing solutions to the unique FMCG distribution requirements in the African market provides the ideal platform for IMPERIAL to broaden the footprint of its FMCG logistics business in sub-Saharan Africa.
Marius Swanepoel, CEO of IMPERIAL Logistics, noted "CIC will form part of our Consumer Logistics Division, the largest in IMPERIAL's SA Logistics business. This acquisition will support our strategy of servicing our blue chip FMCG customer base into Southern Africa. Our current businesses, such as TFD Network Africa, IMPERIAL Distribution, Broco, Interchain, Etosha and IMPERIAL Logistics Refrigerated Services, combined with CIC, will enhance our service offering to existing and potential customers."
Says Hubert Brody, CEO of IMPERIAL, "the combination of IMPERIAL and CIC's long standing relationships with the leading African FMCG manufacturers as well as CIC's proven expertise in the optimisation of warehousing and distribution solutions are expected to facilitate a vastly improved service to African consumers and retailers."
"We were attracted to CIC because we could see the potential synergies between our Logistics business and that of CIC, which has an experienced management team with a proven track record of running distributor businesses in southern Africa. The company has good cash flow generation, is asset light and has an ability to maintain a consistently high return on invested capital - all key criteria for the IMPERIAL Group. CIC has strong operating margins and is a distributor of leading brands. We can see economies of scale, the potential to expand the service offering to our common customers and to optimise labour supply within our group. This acquisition fits our strategic acquisition criteria," added Hubert Brody.
IMPERIAL proposes to acquire the shares by way of a scheme of arrangement between CIC and its shareholders. The R2.87 per share being offered represents a premium of 32,5% to the 30 day volume weighted average share price of R2.17 on 8 June 2010, and a premium of 14% to the 22 day volume weighted average share price of R2.52 on 8 July 2010. The scheme meeting will be convened before or on 22 October 2010 and the scheme will be implemented no later than 29 November 2010.
Shareholders of CIC collectively holding, directly or indirectly, 202,065,766 shares representing 80% of the total issued share capital of CIC have irrevocably undertaken to vote in favour of the implementation of the scheme.
The firm intention offer is subject to all the relevant regulatory approvals, including approval by the relevant competition authorities and the support and recommendation of the directors of CIC. The CIC Board will appoint an independent advisor to make appropriate recommendations, which will be detailed in the circular to CIC shareholders. Following the implementation of the scheme, CIC will be delisted from the JSE.
The circular to CIC shareholders and salient dates will be published in due course.
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Issued by Brunswick on behalf of IMPERIAL Holdings
Investor Relations Contact:
Tel: +27 11 372 6500
Tak Hiemstra: +27 83 325 4732
Mohammed Akoojee: +27 82 770 8123
Marius Swanepoel: +27 83 257 2555
Tel: +27 11 502 7300
Susan Arthur +27 82 699 9827
Tshepo Mophiring: +27 82 887 4124
Anne Dunn: +27 82 448 2684