Below To Become Global, Within Bacardi's Family
42 Below To Become Global Super Brand, Within
Founding shareholders to accept and board anticipates recommending offer from Bacardi
Auckland, 27 September 2006 - Listed vodka company 42 BELOW is set to become New Zealand's first global super brand with an all cash offer to purchase the business from Bacardi Limited for NZ$138 million.
42 BELOW listed on the New Zealand Stock Exchange almost three years ago with a market value of NZ$60 million.
The offer equates to 77 cents per share and represents a premium of 35 per cent more than yesterday's share price of 57 cents. For shareholders who bought at the initial public offering, the offer price represents a total return of 68 per cent over three years due to the warrants they received.
Bacardi is a world leader in super premium spirits with brands such as Bacardi, Bombay Sapphire, Grey Goose, Dewar's and Martini in its stable. Bacardi has immense respect for the iconic New Zealand company and has plans to invest heavily in 42 BELOW products world-wide.
Bacardi plans to bring to bear the resources of its global marketing and distribution infrastructure to accelerate the presence of 42 BELOW from 25 to more than 130 countries and cement its New Zealand status in a global economy.
42 BELOW was founded by current Chief Vodka Bloke Geoff Ross in a Wellington garage only seven years ago. Mr Ross says the offer represents a "great story for New Zealand, for our shareholders and for the brands".
"I think we as New Zealanders should be pretty rapt to see a Kiwi brand become an icon in the luxury goods world. The brand has always been unashamedly New Zealand and now with Bacardi's help our country's vodka brand is set to become a major global force," Mr Ross says.
"There is no spirits company I respect more than Bacardi. That company's intimate knowledge of premium brands and global muscle encompasses more than 130 countries meaning there is no better network on which to build our brand from here in New Zealand."
42 BELOW founding shareholders Grant Baker, Geoff Ross, Stephen Sinclair, and substantial shareholder, David Wright, together representing 53 per cent of shares and warrants issued, have committed to the offer by way of irrevocable lock-in agreements.
An independent committee of the board of directors of 42 BELOW has been appointed to consider the offer and report to shareholders.
The details of the offer include:
77 cents per share (a 35 per cent premium on yesterday's
* subject to general conditions, including the approval of the Overseas Investment Office and minimum acceptance of 90 per cent;
* the formal offer is expected to be mailed to shareholders in early November, to enable time for Series 2 Warrants to be exercised;
* the offer is for the complete company, including brands 42 BELOW, SOUTH Gin, SEVEN TIKI Rum, STIL Vodka, TAHITI DARK Rum and 420 Spring Water;
* all production to remain in New Zealand - important in maintaining the brand's credentials;
* the entire 42 BELOW team to continue building the brands within the international network of Bacardi.
Bacardi President and Chief Executive Officer Andreas Gembler says: "In 42 BELOW we are acquiring exciting young, premium brands with long term growth potential in the growing category of premium spirits. The team at 42 BELOW has done a fantastic job in growing its brands. Bacardi plans to invest heavily in the 42 BELOW brand portfolio and supporting infrastructure to really get it on top of the world stage."
Geoff Ross adds: "This is evidence of what a new New Zealand business can achieve, a positive result for all those shareholders and team members who have built 42 BELOW."
42 BELOW has won gold medals at every major spirits show, including best of show in London and winning gold three years running at the World Spirit Awards in Brussels.
Bacardi has been provided with due diligence data in respect of 42 BELOW. In anticipation of a possible offer, the independent committee appointed Grant Samuel to provide an independent expert's report in accordance with the requirements of the Takeovers Code. While that report has not been completed, Grant Samuel has indicated to the independent committee its assessment that the terms of the offer, and value, are fair.
Based on this, and the wider benefits the committee sees flowing to 42 BELOW from it becoming part of the Bacardi group, the independent directors on the committee anticipate recommending the offer for acceptance, and to accept it in respect of their own holdings.
Over the next few weeks, the independent committee will work on its formal recommendations and will be receiving from Grant Samuel a full report on the merits of the offer which will both be sent to shareholders.
About 42 BELOW
42 BELOW makes some of the planet's finest super-premium spirits. 42 BELOW Vodka, SOUTH Gin and Seven Tiki White Rum are made 42 degrees below the equator near a location that holds the benchmark for both air and water purity. The super-premium spirits company was listed in first place in the Deloitte Unlimited Fast 50 2005, and named the fastest-growing company in New Zealand. 42 BELOW is the world's most awarded vodka, scoring a 'Grand Slam' clean sweep in 2006 with gold at all four of the world's leading spirit competitions. It is served in more than 4,500 of the world's best bars, including the Ritz in London and the best restaurant on earth, El Bulli in Spain.
Bacardi Limited is the largest privately held spirits company in the world and produces and markets a variety of internationally recognised spirits. Bacardi Limited's brand portfolio consists of more than 250 brands and labels, including BACARDI rum, the world's favorite rum; MARTINI & ROSSI vermouth, the world leader in vermouth, GREY GOOSE vodka, the world leader in ultra-premium vodka; DEWAR'S Scotch whisky, the number one selling blended Scotch whisky in the United States; BOMBAY SAPPHIRE gin, the top super-premium gin in the United States and in other leading world markets; CAZADORES blue agave tequila, a top selling tequila worldwide and other leading brands.