Releases: Offer for Novus Petroleum Limited by Crosby, Novus take over response statement
Monday, January 19 2004 - 02:16 AM WIB
Dr. Bob Williams, CEO of Novus Petroleum Limited (?Novus"), together with Hong Kong based investment banking group Crosby Capital Partners (?Crosby?), through its wholly owned subsidiary Crosby Asset Management or its nominee, today announced their intention to make an off market takeover bid for all the shares in Novus.
This Management Buyout Group ("MBO Group?) intends to make an off-market offer through a nominee company for all the ordinary shares of Novus at A$1.77 cash per share which values Novus at A$33l million on a fully diluted basis, assuming the exercise of all outstanding options.
Dr Bob Williams commented:
"As part of the overall management effort in response to the unsolicited Medco offer received just before Christmas, the Board requested that I should seek alternative offers for Novus in order to maximise value for all of Novus' shareholders. Conversations with institutions and other shareholders since receipt of the Medco offer have indicated that they do not want to lose the opportunity to sell their Novus stock at a price well above its average for the last 12 months. However, the Medco offer is so highly conditional that there is a real risk that the bid will be unsuccessful, resulting in a collapse of the share price in the absence of a credible alternative bid."
"In recent discussions I have been encouraged by Mitsui, Novus' major shareholder, to formulate a management-led bid as an alternative. Mitsui invested in Novus principally to establish a Strategic Alliance through which both companies would benefit by sharing certain resources. As a consequence, Mitsui made substantial investments in Novus and in joint venturing with Novus under the umbrella of the Strategic Alliance. I believe that the Strategic Alliance has delivered real benefits to both parties, and it would be preserved in the event that Novus is acquired by the MBO Group."
"With this background I am pleased to announce a management-led bid that, I believe, provides Novus' shareholders with a greater degree of certainty due to the limited conditions attached."
"The independent directors have requested and I of course have agreed, that I remain in my position of Chief Executive of Novus. However, I am no longer involved in board consideration of offers to Novus shareholders."
Attractiveness of the offer
The MBO Group believes that the proposed offer represents a more attractive alternative to the current takeover bid by Medco Energi (Australia) Pty Ltd (a wholly owned subsidiary of PT Medco Energi Internasionl Tbk) ("Medco?) as it provides:
* a higher degree of certainty to shareholders - the only conditions (which are set out in more detail m the Annexure) will be:
- the MBO Group acquire at least 90% of Novus shares
- all regulatory approvals, including Australian foreign investment approval being obtained
- No Material Adverse Change
- No Prescribed Occurrences
In particular, the MBO Group's offer will not be subject to a break fee condition like that in section lO.6(g) of Medco's offer. Novus has announced that Medco's break fee condition will not be satisfied, as break fees in the order of $14-15 million (which Medco states is a liability of approximately A$0.11 per share) are potentially payable under Novus' US debt on a change of control -- Medco has refused to clarify whether it proposes to rely on its condition in the light of these facts;
* a 37% premium to the closing price of Novus shares on ASX of A$1.29 on 19 December 2003, the last trading day before the announcement of Medco's bid.;
* a 38% premium to the volume weighted average price of Novus shares on ASX of A$1.28 for the month before the announcement of Medco's bid;
* a 44% premium to the volume weighted average price of Novus shares on ASX of A$1.23 for the 12 months before the announcement of Medco's bid.
Media enquiries:
Media enquiries should be directed to Jennifer Horrigan, Savage & Horrigan, Tel 0414 539 441, Ian Gibbs, Crosby Capital Partners, Tel: +65 6325 1960, and Bob Williams, Novus Petroleum, Tel: 02 9248 0702.
ANNEXURE
1 CONDITIONS OF THE OFFER
The offer will include conditions having the following effect:
90% Minimum Acceptance: The MBO Group and its associates have relevant interests in at least 90% of Novus ordinary shares.
Regulatory Approvals: The Commonwealth Treasurer confirms that there are no objections to the acquisition of 100% of Novus in terms of the government?s foreign investment policy, all other required regulatory approval are obtained and all required regulatory waiting periods expire.
No Material Adverse Change: Nothing occurs, is announced or becomes known by the MBO Group prior to the close of the offer, which has, or could be reasonably expected to have, a material adverse effect on the business, financial or trading position, assets or liabilities, profitability or prospects of Novus or any of its subsidiaries.
No Prescribed Occurrences: No prescribed occurrences (being the occurrences listed in section 652C of the Corporations Act) occurring in relation to Novus or its subsidiaries during the period from the date of the takeover announcement to the date which is three business days after the end of the offer period (other than an issue of shares on the exercise of Novus options).
Full terms of these conditions will be set out in the Bidder's Statement.
2 PROFILE
CROSBY CAPITAL PARTNERS (HOLDINGS) LIMITED
Crosby Capital Partners is a holding company of a group of companies that together engages in the business of investment banking and the management of venture capital and private equity funds.
The group's activities broadly comprise a China and Greater China focused corporate finance business, a regional cross-border team providing mergers and acquisition advice and debt and equity fund-raising services for regional corporations and an asset management operation that includes buy out and leveraged buy out funding vehicles.
The group provides these services through offices located in Hong Kong (which acts as the group's headquarters), Singapore, Shanghai, Jakarta, Karachi and London. The group's clients include large blue chip customers and various governments across the Asia Pacific region.
For further information visit: www.crosby.com.
Novus Takeover Response Statement
(Novus Petroleum Limited, Release to The Australian Stock Exchaneg, January 19, 2004) Novus Petroleum Limited ("Novus") has been notified that Crosby Capital Partners ("Crosby") is launching an off-market takeover offer for Novus at $1.77 cash per share and that the Novus Chief Executive Officer, Dr Bob Williams, is part of the Crosby consortium.
Since Medco announced its offer on 22 December 2003, Novus and its advisers have sought alternative proposals to maximise shareholder value. The Crosby consortium made the company aware of its proposal on 17 January 2004.
As independent directors of Novus, Mr David Blair (Chairman), Mr Steve Mann and Mr James Hornabrook are pleased that an alternative proposal has been made to shareholders, but while a modest improvement on the Medco offer, believe that the Crosby offer does not take into account the underlying value of Novus.
The independent directors have carefully considered the ongoing role of Bob Williams and have determined that he will no longer be involved in responding to any takeover offers for Novus. However, Bob Williams has been asked to remain as CEO to manage the day-to-day business of Novus as usual.
The independent directors advise the shareholders to take no immediate action until further details are available.
For further information please contact: David Blair (Chairman), Mike Sandy (Manager, Corporate Development) or Elaine Connor (Company Secretary) on 02 9248 0734