AUTRONICA FIRE AND SAFETY AS ANNOUNCES INTENTION TO MAKE VOLUNTARY OFFER FOR ALL ISSUED SHARES OF SIMTRONICS ASA
Simtronics ASA (“Simtronics” or the “Company”) announced today that Autronica Fire and Safety AS (“Autronica”) has notified the Company of its non-binding intention to make a voluntary cash offer for all issued shares of Simtronics not already held by Autronica (the “Offer”). The Offer is supported by the Board of Directors and management of Simtronics.
The Offer, if made, will be at an offer price of NOK 2.05 per share to be settled in cash. Any formal Offer is conditional and is not expected until mid August to accommodate the completion of legal conditions, approval from Oslo Børs and the holiday season in Norway.
Autronica’s intention to make an offer was presented to Simtronics yesterday following Simtronics’ previously announced initiative to discuss its financial situation with its main shareholder and DnB NOR.
Simtronics’ Board of Directors is of the opinion that an Offer from Autronica is the best alternative to secure Simtronics’ current operations and shareholder value. The Board of Directors is therefore prepared to recommend the Offer if launched by Autronica. Autronica is Simtronics’ largest shareholder, holding 18,878,305 shares, comprising approximately 27.2% of issued shares.
Due to Simtronics current liquidity issues, Autronica has confirmed that it intends to provide the Company with bridge funding of up to MNOK 18 at commercial terms (the “Bridge Funding”), subject to satisfaction of legal conditions, including satisfactory first phase due diligence, which is expected to take two weeks. If disbursed, the Bridge Funding will be available for Simtronics for a period of 8 weeks following any withdrawal by Autronica of its intention to make an Offer.
Completion of the Offer will be conditional (unless waived by Autronica at its discretion) upon customary closing conditions, including without limitation: (i) due diligence investigations have been completed and are satisfactory to Autronica in its sole discretion, (ii) receipt of all necessary third party consents and approvals (including regulatory and governmental), (iii) execution of definitive transaction documents acceptable to Autronica, (iv) Autronica receiving valid and unconditional acceptances of the Offer from Simtronics' shareholders which represent, together with shares already held by Autronica, more than 90% of the total number of shares and votes in Simtronics on a fully diluted basis, provided however that Autronica explicitly reserves the right to complete the Offer also at a lower acceptance level, (v) no circumstance having occurred which has or can reasonably be expected to have a material adverse effect on Simtronics' sales, results, liquidity, equity or assets and (vi) EGM validly resolving to amend the terms of the November, 2009 convertible loan made to the Company by Autronica reducing the conversion price to the Offer price.
Complete details of the Offer and all applicable terms and conditions will be included in the offer document to be distributed, if and when the Offer is made, to all eligible shareholders of Simtronics following review and approval by Oslo Børs.
The Company expects that following completion of the Offer, if made, and Autronica's acquisition of shares representing more than 90 percent of the shares and votes in Simtronics, Autronica will commence a compulsory acquisition procedure to acquire all remaining Simtronics shares and promote a delisting of the Simtronics' shares from Oslo Børs.
For further information, please contact:
Rune Martini, CEO, Simtronics ASA
Phone 47 48 07 80 80
Simtronics ASA (Oslo Stock Exchange: SIMTRO) works to prevent disasters from happening. The company is an international supplier of fire and gas safety systems, active fire fighting solutions and fire prevention systems. Simtronics' flame and gas detectors represent the most accurate, reliable and robust safety technology available. The Company's products, solutions and systems are used by the oil and gas industry as well as in shipping, petrochemical and other process industries and in mining. Simtronics has a well established market base in Europe with Norway, France, UK and Germany as the single most important markets. Simtronics' heritage goes back to 1948.