Provenco-Cadmus Merger Update
Media information 2 April 2008
(copies of the documentation relating to the proposed merger is available Provenco's website on http://www.provenco.com/investor/Proposed%20MergerUpdate.aspx and the Cadmus website on http://www.cadmus.co.nz/default,49,public_announcements.sm
Provenco-Cadmus Merger Update
The proposed Provenco-Cadmus merger is proposed to become effective in early May, with shareholder meetings to be held on 23 April, according to Provenco chairman Rick Christie and Cadmus chairman Peter Maire.
Rick Christie, who will also chair the proposed new merged board, said the merger prospectus and associated documents have now been filed with regulatory authorities. Several other milestones have been achieved.
"We now have confirmation by Grant Samuel, the independent expert commissioned to report on the merger, that the merger ratio of 4.2 Cadmus shares for each Provenco share is fair to shareholders of both companies."
Mr. Christie said that Grant Samuel's report indicated that both company's shareholders are "likely to be better off if the merger is implemented, than if it is not."
He said the proposed merger would bring up significant cost synergies post merger. "These are further quantified in the prospectus and accompanying documents, which shareholders should receive in the week beginning 7 April 2008."
Mr. Christie said the synergies are conservatively quantified at $7.6m p.a., but the board was confident this should increase over time.
"Additionally, we see the combined group being able to present a much stronger position in the international markets and able to access a wider range of new technology and product applications," he said. Both Rick Christie and Peter Maire confirmed the potential for new products and technologies to leverage the combined strength of two established technology companies.
The Special Meetings of Shareholders to discuss and approve the merger will be held at the Ellerslie Convention Centre in Auckland on 23 April at 10.30 am for Cadmus and 1.30 pm for Provenco.
If the merger is confirmed, the current Chief Executive Officer of Provenco, David Ritchie, will step down from his role, but remain available to the company while an executive recruitment process is undertaken.
Matt Maley, current CEO of Provenco's Vantex Division will continue in that position and Julian Beavis, current CEO of Cadmus Technology will become Chief Executive Officer of the Payments and Technology Division of the merged company.
Mr. Christie said the intended board for the merged company has finalised its banking arrangements with the ANZ National Bank Ltd, and anticipates a capital raising of around $15 million post merger, which will be used to reduce debt and also fund future expansion. He said expansion plans were already well developed.
"This proposed merger is unanimously supported by the boards of both companies and will bring benefits of increased scale and reach, and substantial synergy savings," he said.