…revised voluntary tender offer (the “Revised Offer”) for the shares and warrants in Thrane & Thrane. Under the terms of the Revised Offer, Thrane & Thrane shareholders will be offered DKK435 in cash for each Thrane & Thrane share, an increase of DKK15 per share over Cobham’s offer announced on 10 April 2012 (the “Initial Offer”). The Revised Offer takes into account the dividend that would otherwise have been declared in June 2012 in relation to the year ended April 30, 2012. The Revised Offer values the share capital of Thrane & Thrane on a fully diluted basis at approximately 275 million pounds, a 2.6 per cent increase from the Initial Offer.
Mr. Lars Thrane, founder and member of the Board of management and Board of directors of Thrane & Thrane, has entered into a binding irrevocable undertaking to accept the Revised Offer in relation to his holding of 1,349,084 shares, representing 22.7 per cent of the fully diluted share capital of Thrane & Thrane. In addition, the other members of the Board of Thrane & Thrane have entered into an undertaking to accept the Revised Offer in relation of their respective individual holding, amounting to, in aggregate, 17,040 shares representing 0.3 per cent of the fully diluted share capital of Thrane & Thrane. Cobham now owns or has received undertakings in respect of a total of 2,819,919 shares, representing 47.4 per cent of the fully diluted share capital of Thrane & Thrane.
The Board of Thrane & Thrane has undertaken to Cobham to recommend the Revised Offer to its shareholders and to support and facilitate the making of the Revised Offer. This undertaking also includes, inter alia, non-solicitation provisions. This recommendation will allow Cobham to secure a higher acceptance rate which will enable a quicker and more effective integration of Thrane & Thrane into the Cobham group.
The Revised Offer price of DKK435 represents a premium of 48 per cent to the closing price per share as derived from the Nasdaq OMX Copenhagen A/S on February 24, 2012, the last trading day on the Nasdaq OMX Copenhagen A/S prior to Thrane & Thrane’s February 27, 2012, announcement that it had received an unsolicited offer for the company. The Revised Offer price of DKK435 represents a multiple of 15.4x operating profit for the twelve month period up to 31 January 2012 on the basis of an enterprise value of DKK2,621 million (approximately 287 million pounds). A supplement to the Offer Document formally amending the Offer will be published shortly, subsequent to approval by the Danish FSA.
John Devaney, Cobham’s Executive Chairman, said, “We are very pleased that, by increasing our offer to take account of the dividend for the year now ended, we have reached agreement with the Board of Thrane & Thrane. Their recommendation will allow us to move quickly, and with certainty, with the integration of Thrane & Thrane into the Cobham group. We believe that this is an outstanding opportunity to bring together two world-class, highly complementary, commercially focused SATCOM businesses and is in line with our aim of prioritising investment that will bring more balance between our defence/security and commercial markets.”
