EQT V launches public tender offer for 100% of HTL-Strefa
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Japan, New Zealand, South Africa or the United States of America, its territories and possessions (including Puerto Rico, The U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Marina Islands), any state of the United States and the district of Columbia (the “United States”) or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Polish law. EQT V (“EQT”), a leading private equity fund, announced today a public tender offer to acquire 100% of HTL-Strefa S.A. the world's leading manufacturer of safety and personal lancets for capillary blood sampling.
Terantium Investments Sp. z o. o., a company wholly owned by EQT, announced today a public tender offer for all outstanding shares in HTL-Strefa S.A., the world's leading manufacturer of safety and personal lancets for capillary blood sampling. HTL-Strefa is currently listed on the Warsaw Stock Exchange and has been since November 2006. Summary • First investment by EQT in Poland and largest public-to-private transaction in Poland in 2009 • The price offered for the Shares is PLN 13.71 per share, valuing the equity of HTL-Strefa at PLN 885.6 million • Premium of 12.7% compared to the volume weighted average market price of the Shares during the six month period directly preceding the date of announcement of this Offer of PLN 12.17 • Premium of 11.2% compared to the volume weighted average market price of the Shares during the three month period directly preceding the date of announcement of this Offer of PLN 12.33 • Mr. Andrzej Czernecki (39.79%), Noryt N.V. (30.23%) and Mr. Wojciech Wyszogrodzki (7.74%), who together own 77.76% of HTL-Strefa, have irrevocably committed to tender their shares into the Offer • The acceptance period for the Offer is expected to run from 28 October 2009 through to and including 26 November 2009 “EQT has a long track record of developing companies within the healthcare sector including previous investments in companies such as Aleris, CaridianBCT, Dako, HemoCue, Gambro and Sirona. We have followed HTL-Strefa for a long time and believe that EQT can help the company to continue developing in a successful way. Together with the management and employees we will aim to accelerate the company’s growth in existing and new markets, which will require substantial investments in line with our strategy”, comments Piotr Czapski, Partner at EQT Partners, advisor to EQT. “We opened our office in Warsaw a year ago. We are very pleased that we are already making our first investment in Poland despite the global crisis. This investment is coherent with EQT´s strategy. We take a long-term view on the development potential of a target company in our investment selection process and we are confident in the strong potential of HTL-Strefa, the leading global manufacturer of lancets. As a result, we have been able to offer an attractive price to HTL-Strefa shareholders, as confirmed by the fact that its largest shareholders have irrevocably accepted our offer already”, said Thomas von Koch, Partner at EQT Partners and Head of EQT Partners´ Equity business line. “The development of HTL-Strefa has been exciting with strong growth. We believe that the new owner, with its impressive track record, has the right international network, financial resources and skills to take HTL-Strefa to the next level in the company´s development”, added Andrzej Czernecki, main shareholder of HTL-Strefa. Background and reasons for the Offer EQT considers HTL-Strefa to be a very attractive business with a unique position in the global market. EQT´s intention is to actively support the strategy of HTL-Strefa and ensure the availability of all required resources, including the insight and management skills of EQT’s successful investment organisation and its network of industrialists to support the further development of the company. The partnership with EQT will allow HTL-Strefa´s management to accelerate the company´s organic growth and to identify and implement growth strategies to reinforce its position as a leading global player in the lancet market and related fields. The Offer The price offered for the shares is PLN 13.71 per share. This corresponds to a premium of 11.2% compared to the volume weighted average market price of the Shares during the three month period directly preceding the date of announcement of this Offer of PLN 12.33; a premium of 12.7% compared to the volume weighted average market price of the Shares during the six month period directly preceding the date of announcement of this Offer of PLN 12.17 and a 2.7% premium relative to the last closing price of PLN 13.35. Assuming 100 percent of HTL-Strefa’s outstanding shares are purchased, the net purchase price would be PLN 885.6 million. Terantium has signed a share transaction agreement with the three main shareholders of HTL-Strefa to irrevocably tender their shares into the Offer: Mr. Andrzej Czernecki (39.79%), Noryt N.V. (30.23%) and Mr. Wojciech Wyszogrodzki (7.74%), who together own 77.76% of the capital and votes in HTL-Strefa. Before this announcement, EQT did not own or control any shares in HTL-Strefa. Completion of the Offer is conditional upon: (i) a minimum of 80% of shares being tendered to Terantium; and (ii) approvals from the relevant antitrust authorities in Austria and Germany Terantium reserves the right to waive, in whole or in part, one or both of the conditions above, in accordance with applicable laws, rules and regulations including, with respect to condition (i) above, to complete the offer at a lower level of acceptance. If the Offer is successful then the intention of EQT is to delist the company. If EQT becomes the owner of more than 90% of the shares in the company, then the intention of EQT will be to initiate proceedings regarding compulsory squeeze-out of the outstanding shares in the company. Indicative timetable Terantium officially launched the Offer on 8 October 2009 and it is anticipated that subscriptions for the sale of the Shares will be accepted from 28 October 2009, through to and including 26 November 2009, on all business days, Monday through Friday, excluding statutory holidays. Estimated date for payment is 7 days after expiration of the acceptance period. EQT reserves the right to extend the acceptance period. Description of the financing The Offer is fully provided for by way of a bank guarantee supplied by Credit Suisse, which is in turn backed by funds provided by EQT V. The Offer is managed by Dom Maklerski Banku Millennium S.A. Advisors EQT and Terantium are being advised by Credit Suisse and White & Case in relation to the transaction. Press conference A meeting with the press, in Polish, will take place today, 8 October, at 12 pm (CET) at EQT Partner’s office, Grzybowska 5A, in Warsaw. The presentation, in Polish, will be available at www.eqt.pl shortly before the press conference commences. About EQT EQT is a group of leading private equity funds with operations in Northern Europe, Central and Eastern Europe, USA and Asia. EQT manages funds active within buy-outs, growth financing and infrastructure. EQT deploys a unique approach to investing, utilizing a vast network of industrialists to identify and develop companies. EQT’s model is based on clear corporate governance. The EQT funds mainly acquire or finance market leaders with considerable growth potential. EQT acts as a catalyst for change in the companies that the funds invest in. The companies develop into market leading players through genuine and sustainable operational improvements. EQT has raised approximately EUR 13 billion in 12 funds, which have invested approximately EUR 7 billion in some 70 companies. EQT owned companies employ more than 500,000 employees. Since EQT Equity´s first acquisition in 1995, the average revenue growth in its portfolio companies has been 13% annually, the number of employees has increased by 12% annually and earnings by 20% annually. More than 90% of the historic value creation in the 31 fully exited companies is attributable to growth, strategic repositioning and increased earnings. EQT has a long track-record of successful investments in the healthcare sector including previous investments in companies such as Aleris, CaridianBCT, Dako, HemoCue, Gambro and Sirona. The most similar and adequate to HTL-Strefa investment is EQT´s successful investment in HemoCue, the world's leading manufacturer of diagnosis-examination apparatus. EQT Partners AB is adviser to all EQT funds and has more than 100 investment professionals with an extensive industrial and financial competence. EQT Partners AB has offices in Warsaw, Stockholm, Copenhagen, Helsinki, Oslo, Munich, Frankfurt, Hong Kong, Shanghai, Singapore, Zurich, London and New York. EQT Partners Warsaw office covers the CEE region. For more information please visit www.eqt.pl HTL-Strefa Based in Ozorków, Poland, HTL-Strefa S.A. is a world leading manufacturer of lancets for capillary blood sampling. The company operates two business lines: Safety Lancets, used to obtain capillary blood samples for various diagnostic purposes and Personal Lancets, used for self-blood glucose monitoring. HTL-Strefa was listed on the Warsaw Stock Exchange in November 2006 and has 800 employees and two facilities in Ozorków and Łęczyca, Poland. In 2008, the company sold over 1.5bn lancets and reported revenues of PLN 143m (EUR 40m), representing 89% growth over the previous year. The Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, South Africa or the United States by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Japan, New Zealand, South Africa or the United States, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Japan, New Zealand, South Africa or the United States. Accordingly, this press release and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Japan, New Zealand, South Africa or the United States. Terantium will not deliver any consideration from the Offer into Australia, Canada, Japan, New Zealand, South Africa or the United States. Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Terantium and HTL-Strefa, including the effect of changes in general economic conditions, the level of interest rates, fluctuations in product demand, competition, technological change, employee relations, planning and property regulations, natural disasters and the potential need for increased capital expenditure (such as that resulting from increased demand, new business opportunities and deployment of new technologies).