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ABN AMRO Bids $2.15 Cash For AUSDOC Shares

NZSE Announcement & Media Release

19 June 2002

ABN AMRO Bids $2.15 Cash For AUSDOC Shares

AUSDOC Board Recommends Acceptance

Freightways Express Limited parent, AUSDOC Group Limited (AUSDOC, ASX: AUD) and ABN AMRO Capital (Belgium) N.V. (ABN AMRO Capital) today announced that ABN AMRO Capital, through a wholly owned subsidiary, intends to make a recommended cash offer of $2.15 per share for all of the shares of AUSDOC.

The ABN AMRO Capital offer represents a substantial premium for AUSDOC shareholders and the directors of AUSDOC unanimously recommend that AUSDOC shareholders accept the offer, in the absence of a higher offer.

“After completing an extensive sale process, the AUSDOC Board believes that the takeover offer represents the best means of delivering value to shareholders,” AUSDOC Chairman Michael Butler said.

AUSDOC Managing Director, Alan Freer, described the offer as “a positive outcome for AUSDOC shareholders.”

ABN AMRO Capital’s representative in Australia, JP Kaumeyer, described the transaction as “a landmark Australian public-to-private deal and further evidence of ABN AMRO Capital’s commitment to being a leading provider of private equity in Australia and New Zealand.”

ABN AMRO Capital operates globally as a leading provider of buy-in and buy-out capital, pre-IPO funding and expansion capital.

The takeover offer by ABN AMRO Capital follows AUSDOC’s announcement on 22 May 2002 that it had entered into an agreement and exclusive negotiations with a party interested in making a cash offer to AUSDOC shareholders.

Under the terms of the offer, AUSDOC shareholders will receive $2.15 cash per share. This comprises a price of $2.13 per share plus $0.02 per share representing the proceeds to be realised through the sale of the DX Group and net costs associated with the closure of the GoMail mail aggregation business.

Further, AUSDOC today also announced that it has entered into binding sale documentation to sell the DX Group business to a subsidiary of Toll Holdings Limited and completion of that sale is scheduled to occur on 30 June 2002. AUSDOC announced the closure of the GoMail mail aggregation business on 3 June 2002.

The ABN AMRO Capital offer price provides a substantial premium for AUSDOC shareholders. It represents:

- a 32% premium to the one month volume weighted average price of $1.63 per share for AUSDOC shares to the close of trading on 19 December 2001, the day prior to the commencement of the AUSDOC sale process;

- a 41% premium to the three month volume weighted average price of $1.53 per share for AUSDOC shares to the close of trading on 19 December 2001; and

- a 46% premium to the volume weighted average price of AUSDOC shares from 1 January 2001 to 19 December 2001 of $1.47.

The directors of AUSDOC unanimously recommend that AUSDOC shareholders accept ABN AMRO Capital’s offer, in the absence of a higher offer. All AUSDOC directors intend to accept ABN AMRO’s offer in respect of their shareholdings, in the absence of a higher offer. The aggregate shareholding of the AUSDOC directors is approximately 14%.

ABN AMRO Capital and AUSDOC have agreed to pursue an accelerated timetable under which ABN AMRO’s Bidder’s Statement and AUSDOC’s Target’s Statement will be dispatched together to AUSDOC shareholders as soon as practical. ABN AMRO Capital’s offer will be subject to the conditions set out in Annexure A. The AUSDOC directors are confident that the conditions relating to AUSDOC operational matters will be satisfied during the offer period.

On 22 May 2002 AUSDOC and ABN AMRO Capital entered into an agreement which contemplated the takeover offer which will now be made to AUSDOC shareholders. Under that agreement, a break fee would be payable by AUSDOC to ABN AMRO Capital under the following circumstances:

- a break fee of $3.5 million less any profit made on the sale of shares would be payable where a higher bidder becomes entitled to 10% or more of AUSDOC shares;

- a break fee of $3.5 million if ABN AMRO does not dispatch its Bidder’s Statement and offer document to AUSDOC shareholders in compliance with law and the agreement entered into by AUSDOC and ABN AMRO Capital on 22 May 2002 because a higher offer is announced; and

- a break fee of $2.5 million where there is no higher bid, but ABN AMRO Capital fails to secure acceptances for 90% of AUSDOC shares.

The Australian Securities & Investments Commission (ASIC) has made an application to the Takeovers Panel (Panel) in relation to the break fees. AUSDOC believes that the break fees it has agreed to are appropriate and it intends to present its compelling case to the Panel and address the concerns raised by ASIC.

ABN AMRO Capital

ABN AMRO Capital is a wholly-owned subsidiary of ABN AMRO Bank N.V., a prominent international bank which ranks eighth in Europe and seventeenth in the world based on tier 1 capital. It is positioned globally as a leading provider of buy-in and buy-out capital, pre-IPO funding and expansion capital. ABN AMRO Capital investments are made by 12 multinational teams totalling approximately 120 professionals based in Europe, the US, Australia and Asia. It has invested more than EUR2.2 billion in over 350 companies. The team of professionals based in Sydney seeks to identify and pursue investment opportunities in Australia and New Zealand on behalf of ABN AMRO Capital.

AUSDOC is being advised by UBS Warburg. ABN AMRO Capital is being advised by Hutcheson & Co and ABN AMRO Corporate Finance.

Annexure A

The offer and any contract resulting from acceptance of the offer is subject to fulfilment of the following conditions:

- that before the end of the offer period, ABN AMRO and its associates have a relevant interest in at least 90% (by number) of the AUSDOC shares on issue at that time;

- that before the end of the offer period:

- the Treasurer of the Commonwealth of Australia advises that there is no objection (or words to similar effect) to the purchases contemplated by the offer under the Federal Government's foreign investment policy or Foreign Acquisitions and Takeovers Act 1975; or

- the time within which the Treasurer is empowered under the Foreign Acquisitions and Takeovers Act 1975 to make an order in respect of those purchases expires;

- that during the offer period, all approvals that are required by law or by any public authority as are necessary to permit the offers to be made to, and accepted by, AUSDOC shareholders are granted, given, made or obtained on an unconditional basis and remain in full force and effect in all respects and do not become subject to any notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew the same;

- that none of the following events happen during the period commencing on 18 June 2002 and ending at the end of the offer period:

- AUSDOC converts all or any of its shares into a larger or smaller number of shares;

- that AUSDOC or a subsidiary:

- declares or pays any dividend, bonus or other distribution on AUSDOC shares;

- resolves to reduce its share capital in any way;

- enters into a buy-back agreement;

- resolves to approve the terms of a buy-back agreement under section 257C(l) or 257D(l) of the Corporations Act;

- issues shares (other than in respect of the exercise of options issued pursuant to the employment contract of the chief executive officer of AUSDOC, the AUSDOC Executive Share Option Plan and the AUSDOC Executive Share Option Plan New Zealand), or grants an option over its shares, or agrees to make such an issue or grant such an option;

- issues, or agrees to issue, convertible notes;

- disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

- charges, or agrees to charge, the whole, or a substantial part, of its business or property;

- resolves to be wound up; or

- executes a deed of company arrangement; or

- a liquidator or provisional liquidator of AUSDOC or of a subsidiary is appointed;

- a court makes an order for the winding up of AUSDOC or of a subsidiary;

- an administrator of AUSDOC or of a subsidiary is appointed under section 436A, 436B or 436C of the Corporations Act;

- a receiver or a receiver and manager is appointed in relation to the whole, or a substantial part, of the property of AUSDOC or of a subsidiary;

- that during the period commencing on 18 June 2002 and ending at the end of the offer period, none of the following events happen or there is no disclosure of the existence of any of the following events (without having been disclosed prior 18 June 2002):

- any material adverse change in the business, assets, liabilities, financial or trading position, profitability or prospects of AUSDOC and its subsidiaries taken as a whole (disregarding the operating performance and net assets of the DX Express business and the GoMail business) , which involves a reduction in the net assets of the AUSDOC Group of not less than $5 million or a reduction in EBITA of the AUSDOC Group of not less than $750,000 per annum in comparison to the forecast net assets and EBITA for 2002 as disclosed by AUSDOC to ABN AMRO;

- information is disclosed to ABN AMRO or it otherwise becomes aware that as at 30 June 2002 the net debt of the AUSDOC Group (including an allowance for the net cost of acquiring the outstanding options on issue in AUSDOC and the costs of the sale process for the AUSDOC Group or any of its subsidiaries or business units) is likely to exceed $84.1 million as adjusted for the sale of the DX Group and the closure of the GoMail mail aggregation business;

- that before the end of the offer period, completion of the sale of the AUSDOC Information Management Sunshine property for a net consideration of not less than $8.5 million occurs;

- that before the end of the offer period, binding agreements to effect the proposed consolidation of AUSDOC Information Management premises in Sydney will be executed by AUSDOC or a subsidiary of AUSDOC and by all counterparties to those agreements; and

- that before the end of the offer period the sale of the DX Group and the closure of the GoMail mail aggregation business are completed.


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