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16/12-2011 08:47:32: (KVE) KUBOTA Corporation announces recommended voluntary cash tender offer to acquire 100% of the shares of Kverneland ASA at NOK 8.50 per share

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR 
INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER 
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE 
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT 
THE END OF THIS COMMUNICATION.
KUBOTA Corporation announces recommended voluntary 
cash tender offer to acquire 100% of the shares of 
Kverneland ASA at NOK 8.50 per share
Tokyo, Japan, 16 December 2011 - KUBOTA Corporation 
("KUBOTA") announces today that it has reached an 
agreement with Kverneland ASA (the "Company"), the 
Oslo Stock Exchange-listed company, to launch a 
recommended voluntary cash tender offer (the "Offer") 
for 100% of the shares (the "Shares") of the Company. 
A cash consideration of NOK 8.50 will be offered per 
Share, which implies a total consideration for all 
Shares of approximately NOK 1,312m (approximately 
US$219m). The Offer represents a premium of 36% over 
the closing price of the Shares on 15 December 2011 
and a premium of 45% over the average volume weighted 
share price during the last three months.
The Company's Board of Directors has decided to 
recommend the Offer. In addition, Umoe AS, 
representing 31.80% of the outstanding Shares in the 
Company have undertaken to pre-accept the Offer with 
respect to their shareholdings in the Company on 
certain conditions. 
The Offer will be made by KUBOTA or its wholly-owned 
subsidiary in Norway (the "Bidder"). The acquisition 
will be financed by way of available resources of 
KUBOTA.
The complete details of the Offer, including all 
terms and conditions, will be contained in an offer 
document to be sent to the Company's shareholders in 
jurisdictions into which the Offer will be extended 
following review and approval by the Oslo Stock 
Exchange pursuant to Chapter 6 of the Norwegian 
Securities Trading Act. As further detailed and 
specified in the offer document, the Offer will be 
subject to among others the following conditions 
being satisfied or waived by KUBOTA (acting is its 
sole discretion): (i) the Offer shall have been 
accepted by shareholders of Kverneland representing 
more than 66.7% of the total outstanding share 
capital and voting power of Kverneland on a fully 
diluted basis, (ii) the Board of Directors of 
Kverneland shall not have amended or withdrawn its 
recommendation of the Offer, (iii) all approvals 
required from regulatory authorities for completion 
of the Offer shall have been obtained on terms 
reasonably acceptable for KUBOTA, (iv) there shall 
have been no occurrence of a material adverse change, 
(v) Kverneland and its subsidiaries shall have 
conducted its business only in the ordinary course 
and in all material respects in accordance with 
applicable laws, regulations and decisions of any 
governmental body and not in any material respect 
have changed the manner in which they currently 
conduct their business or operation, (vi) there shall 
have been no breach by Kverneland of the transaction 
agreement, which in the reasonable opinion of KUBOTA 
is material and (vii) there shall have been no issue 
of shares or equity instruments or rights to such 
equity instruments in Kverneland and no dividend or 
other form of distribution. 
If as a result of the Offer, the Bidder acquires and 
holds more than 90% of the total issued share capital 
of the Company representing more than 90% of the 
voting rights in the Company, the Bidder intends to 
carry out a compulsory acquisition of the remaining 
shares in the Company. Also, if, as a result of the 
Offer, a subsequent mandatory offer or otherwise, the 
Bidder holds a sufficient majority of the Shares in 
the Company, the Bidder intends to propose to the 
general meeting of the Company that an application is 
filed with the Oslo Stock Exchange to de-list the 
shares of the Company.
The offer document for the Offer is expected to be 
sent to the Company's shareholders on or about 
6 January 2012, and the Offer is expected to close 
during the first or second quarter of 2012 subject to 
the conditions of the Offer being met or waived. The 
Offer will not be made in any jurisdiction in which 
the making of the Offer would not be in compliance 
with the laws of such jurisdiction or would be 
unlawful or otherwise restricted. Goldman Sachs is 
acting as financial advisor for KUBOTA. Mori Hamada & 
Matsumoto (as to Japanese law) and Bugge, Arentz-
Hansen & Rasmussen (as to Norwegian law) is acting as 
legal advisor for KUBOTA, and Advokatfirmaet 
Thommessen AS is acting as legal advisor for the 
Company in connection with the Offer.
About KUBOTA
Founded in 1890 by Gonshiro KUBOTA and with its head 
quarter in Osaka, Japan, KUBOTA is a manufacturer of 
farm equipment, engines, construction machinery and 
also producer of various pipe-related products, 
principally ductile iron pipes and environment-
related products such as environmental control 
plants. In addition, KUBOTA manufactures and sells 
industrial castings, spiral welded steel pipes, 
vending machines, electronic- equipped machinery, and 
air- conditioning equipment. For the fiscal year 
ended March 2011, KUBOTA's revenues totaled JPY 
933,685 million and net income attributable to KUBOTA 
was JPY 54,822 million. As of 31 March 2011, KUOBTA 
group consists of KUBOTA parent company, 104 
subsidiaries and 19 affiliates, and employed a total 
of 25,409 full-time employees. The shares of KUBOTA 
are listed on the Tokyo Stock Exchange, the Osaka 
Securities Exchange and the New York Stock Exchange. 
About Kverneland
Founded in 1879, the Kverneland Group is a leading 
international company developing, producing and 
distributing agricultural machinery and services. 
Strong focus on innovation allows Kverneland to 
provide an attractive, unique and broad product range 
of high quality. The Kverneland Group offers an 
extensive package of effective and efficient systems 
and solutions to the professional farming community. 
The offering covers implements for soil preparation, 
seeding equipment, forage equipment, balers, 
wrappers, fertiliser spreaders, sprayers and 
electronic solutions for agricultural tractors and 
machinery.
***
This information is subject to the disclosure 
requirements according to section 5-12 of the 
Norwegian Securities Trading Act.
The Offer and the distribution of this announcement 
and other information in connection with the Offer 
may be restricted by law in certain jurisdictions. 
Neither KUBOTA nor Kverneland assumes any 
responsibility in the event there is a violation by 
any person of such restrictions. Persons into whose 
possession this announcement or such other 
information should come are required to inform 
themselves about and to observe any such restrictions.
THE OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY 
IN, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR 
INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, 
OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE 
OF, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND 
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE 
DISTRICT OF COLUMBIA (THE "UNITED STATES"). THIS 
INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE 
TRANSMISSION, INTERNET DELIVERY, EMAIL, TELEX AND 
TELEPHONES. ACCORDINGLY, COPIES OF THIS DOCUMENT AND 
ANY RELATED OFFERING DOCUMENTS ARE NOT BEING, AND 
MUST NOT BE, MAILED, EMAILED OR OTHERWISE DISTRIBUTED 
OR SENT IN OR INTO THE UNITED STATES AND SO DOING MAY 
INVALIDATE ANY PURPORTED ACCEPTANCE.

Ekstern link: http://www.newsweb.no/index.jsp?messageId=295404

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