26 November 2013, Melbourne, Australia – Ansell Limited (ASX:ANN) announced to the ASX earlier today that it had reached an agreement to acquire BarrierSafe Solutions International ("BarrierSafe") from Odyssey Investment Partners and others for a total consideration of approximately US$615 million, subject to certain adjustments (the “Acquisition"). The Acquisition will be funded by committed debt facilities as well as the raising of new equity through a fully underwritten private placement and a portion of a non-underwritten share purchase plan (“SPP”) to all eligible shareholders in Australia and New Zealand.
Ansell Limited announces it will undertake a fully underwritten institutional placement to raise approximately A$338 million ("Placement") and a non-underwritten SPP capped at A$100 million.
The proceeds from the Placement will be used to partially fund the Acquisition, assuming regulatory approvals are obtained and the transaction completes.
A portion of the proceeds from the SPP will be used to fund the Acquisition, with additional capital available to support group liquidity and growth initiatives. BarrierSafe is a leading North American provider of single-use gloves with flagship brands including Microflex®and Onguard™. Further information regarding the Acquisition is contained in the investor presentation released on the ASX today.
Underwritten Placement
The Placement will be conducted by way of an institutional bookbuild to sophisticated and institutional investors at a fixed price of A$18.50 per share (“Placement Price”) to be issued under the Placement (“New Share”). The Placement Price per New Share represents a discount of 4.9% to the last closing price on 25 November 2013. New Shares issued under the Placement will rank equally with existing Ansell shares.
Settlement of the Placement is expected on 2 December 2013, with allotment expected on 3 December 2013. The Placement will be made within Ansell’s placement capacity and accordingly shareholder approval will not be required.
Share Purchase Plan
Investors on Ansell’s share register at 7.00pm (AEDT) on the Record Date of 25 November 2013 and whoseregistered address on the share register is in Australia or New Zealand will be entitled to subscribe for up to A$15,000 worth of Ansell’s shares, subject to the terms and conditions that will be set out in the SPP Booklet to be despatched to eligible shareholders in due course.
Participation in the SPP is optional and shares issued under the SPP will rank equally with existing Ansell shares.
The issue price of shares issued under the SPP will be the lower of (i) the Placement Price and (ii) a 2.5% discount to the volume weighted average price (“VWAP”) of Ansell’s shares during the pricing period which is scheduled to occur from 12 December 2013 to 18 December 2013.
Ansell intends to limit the amount raised through the SPP to A$100 million. Ansell reserves the right to scale back applications under the SPP including to a level below the stated cap.
The SPP is open from 9.00am (AEDT) 4 December 2013 to 5.00pm (AEDT) 18 December 2013. Further details will be sent to eligible shareholders in due course.