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Enhanced Wesfarmers' proposal recommended
05 Sep '07
2 min read
Coles Group and Wesfarmers announced an enhanced Wesfarmers' proposal to be put to Coles' shareholders at a meeting planned for early November 2007.
The main features of joint announcement include:
• The issue of a form of Wesfarmers' Price Protected Shares (WPPS) for an equivalent of half of the share component to be offered to Coles shareholders.
• Best Interests of Coles Shareholders - the Independent Expert, Grant Samuel & Associates, has advised the Coles Group Board that the enhanced Wesfarmers' proposal is on an overall basis in the best interests of shareholders.
• Re-confirmation of Coles Group Board recommendation - the Coles Group Board confirms its unanimous recommendation that shareholders should support Wesfarmers' proposal in the absence of a superior proposal.
• Modifications to the Scheme Implementation Agreement (SIA) –Coles and Wesfarmers have agreed modifications to the SIA, including removal of the Wesfarmers share price termination right, an increase in the break fee to $150 million and a strengthening of the 'no shop' and 'no solicitation' restrictions on Coles Group.
• Formation of a Business Engagement and Integration Committee to accelerate integration and transition plans
Coles Group Chairman Rick Allert said announcement enabled the transaction to move to completion.
“After an extensive review of all ownership options, including break-up, the Board believes that the acquisition of Coles Group by Wesfarmers in a whole of company transaction is the best outcome for Coles Group shareholders, employees and other stakeholders,” Mr Allert said.
“The Coles Group Board unanimously believes shareholders should support the proposal as providing an opportunity to participate in the future growth of the combined Wesfarmers/Coles Group.”
Click here to view more:
The main features of joint announcement include:
• The issue of a form of Wesfarmers' Price Protected Shares (WPPS) for an equivalent of half of the share component to be offered to Coles shareholders.
• Best Interests of Coles Shareholders - the Independent Expert, Grant Samuel & Associates, has advised the Coles Group Board that the enhanced Wesfarmers' proposal is on an overall basis in the best interests of shareholders.
• Re-confirmation of Coles Group Board recommendation - the Coles Group Board confirms its unanimous recommendation that shareholders should support Wesfarmers' proposal in the absence of a superior proposal.
• Modifications to the Scheme Implementation Agreement (SIA) –Coles and Wesfarmers have agreed modifications to the SIA, including removal of the Wesfarmers share price termination right, an increase in the break fee to $150 million and a strengthening of the 'no shop' and 'no solicitation' restrictions on Coles Group.
• Formation of a Business Engagement and Integration Committee to accelerate integration and transition plans
Coles Group Chairman Rick Allert said announcement enabled the transaction to move to completion.
“After an extensive review of all ownership options, including break-up, the Board believes that the acquisition of Coles Group by Wesfarmers in a whole of company transaction is the best outcome for Coles Group shareholders, employees and other stakeholders,” Mr Allert said.
“The Coles Group Board unanimously believes shareholders should support the proposal as providing an opportunity to participate in the future growth of the combined Wesfarmers/Coles Group.”
Click here to view more:
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