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Nuplex Raises Its Offer For APS Shares

Nuplex Raises Its Offer For APS Shares
APS Board Unanimously Recommends Acceptance Of
Increased Nuplex Offer

Nuplex Industries Limited today announced that its wholly-owned subsidiary, Nuplex Operations (Aust) Pty Ltd (Nuplex), intends to increase today, the offer price under its takeover bid for Asia Pacific Specialty Chemicals Limited (APS) to 74 cents (Aus) per APS share.

The increased Nuplex offer will be unanimously recommended by the Board of APS. In addition, all of the Directors of APS have indicated that they will accept or procure acceptance of the increased Nuplex offer in respect of all APS shares held by each of them personally or through their controlled entities. As disclosed in the APS targets statement, this equates to approximately 27.3% of the shares which APS currently has on issue.

Nuplex Managing Director John Hirst said Nuplex is pleased to have received a recommendation from the APS Board for the increased offer.

Mr Hirst said, “This is our final offer and it will not be increased.”

As a result of the increase in the offer price under the Nuplex takeover bid for
APS, the offer period is automatically extended by the Corporations Act 2001 to
Friday 26 July 2002. Accordingly, Nuplex’s offer period is now scheduled to
close on Friday 26 July 2002.

The increased Nuplex offer remains subject to the conditions set out in Appendix 2 of Nuplex’s bidder’s statement, including the condition relating to Nuplex achieving a relevant interest in at least 90% of APS shares. However, Mr Hirst said Nuplex intends to waive all remaining conditions if, on or before 10.00am on Thursday 18 July 2002:

• Nuplex and its associates have relevant interests in at least 75% of all APS shares on issue; and
• each person who holds a relevant interest in 5% or more of all APS shares on issue has accepted Nuplex’s offer.

Mr Hirst noted that the condition relating to FIRB approval had already been satisfied as previously announced.

In addition, if the offer becomes unconditional, Nuplex will vary the payment terms of its offer to enable APS shareholders who have accepted Nuplex’s offer to receive payment for their APS shares within 7 days of the later of acceptance or the offer becoming unconditional.

APS Chairman Valentino De Fazio said the Board of APS believes acceptance of the increased Nuplex offer is a good outcome for APS shareholders.

“We believe APS is a sound strategic fit with Nuplex and the merger will be a good outcome for APS employees, customers and suppliers of both companies,” Mr De Fazio said.

‘The APS Board and Management is proud of what has been achieved over the past 12 months to put the company back on the path to profitability. However, we did not believe it was prudent nor in the best interests of shareholders for the Nuplex takeover bid to lapse. The APS Board is pleased to have been able to negotiate with Nuplex a better offer for APS shareholders and now unanimously recommend APS shareholders accept this higher bid,” Mr De Fazio said.

The APS executive directors have offered to assist the Nuplex management team during the transition to new ownership.


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