RECOMMENDED CASH OFFER
For
SCAPA GROUP PLC
By
AMS HOLDCO 2 LIMITED
(an indirectly wholly-owned subsidiary of Schweitzer-Mauduit International, Inc.)
Increased and Final Offer Price
Introduction
On 27 January 2021, the board of directors of AMS Holdco 2 Limited (“SWM Bidco”), an indirectly wholly-owned subsidiary of Schweitzer-Mauduit International, Inc. (“SWM”), and the board of directors of Scapa Group plc (“Scapa”), announced (the “Offer Announcement”) their agreement on the terms of a recommended cash offer by SWM Bidco for the acquisition of the entire issued and to be issued ordinary share capital of Scapa (the “Offer”). The Offer is to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act.
Capitalised terms used and not defined herein have the meaning given to them in the Scheme Document in respect of the Offer published and made available to Scapa Shareholders on 22 February 2021, which stated that each Scheme Shareholder would be entitled to receive, for each Scheme Share, 210 pence in cash.
Revised Offer Price
The SWM Bidco Directors and the Scapa Directors are today pleased to announce that they have reached agreement on the terms of a revised recommended cash offer (the “Revised Offer”) by SWM Bidco for the acquisition of the entire issued and to be issued ordinary share capital of Scapa, under the terms of which each Scheme Shareholder will be entitled to receive (the “Final Offer Price”):
|
for each Scheme Share |
|
215 pence in cash |
The Final Offer Price values the entire issued and to be issued ordinary share capital of Scapa at approximately £412.6 million on a fully-diluted basis and represents premia of approximately:
· 62.3 per cent. to the six-month volume weighted average price of 132.5 pence as at 26 January 2021 (being the last Business Day before the date of the Offer Announcement); and
· 21.5 per cent. to the Closing Price of 177 pence for each Scapa Share on 26 January 2021 (being the last Business Day before the date of the Offer Announcement).
The Final Offer Price will not be increased, except that SWM Bidco reserves the right to amend the Revised Offer if on or after the date of this announcement, there is an announcement of an offer or possible offer for Scapa by a third party offeror or potential offeror.
The Scheme will be modified to reflect the terms of the Revised Offer. Save as disclosed in this announcement, the Revised Offer is subject to the terms and conditions set out in the Scheme Document. No revised or updated Scheme Document will be sent to Scapa Shareholders in respect of the Revised Offer.
Recommendation
The Scapa Directors, who have been so advised by Jefferies as to the financial terms of the Revised Offer, consider the terms of the Revised Offer to be fair and reasonable. In providing its financial advice, Jefferies has taken into account the commercial assessments of the Scapa Directors. Jefferies is providing independent financial advice to the Scapa Directors for the purposes of Rule 3 of the Code.
Numis is acting as corporate broker and Nominated Adviser to Scapa in relation to the Revised Offer. Berenberg is acting as corporate broker to Scapa in relation to the Revised Offer.
Scapa wishes to inform its shareholders that it is not in discussions with any third parties regarding an alternative proposal to acquire Scapa.
The Scapa Directors outlined the reasons for their recommendation of the Offer from SWM in the Scheme Document. The Scapa Directors believe that the Revised Offer represents compelling value given the balance of future opportunities and risks facing the business, limited capital market liquidity resulting in share price volatility and provides an opportunity for Scapa Shareholders to crystallise, in cash, the value of their holdings at this attractive, increased Final Offer Price of 215 pence per Scheme Share.