Bapcor Hellaby Takeover a Logical Step

Bapcor Limited
(ASX: BAP)
New Zealand Media Release

BAPCOR HELLABY TAKEOVER A LOGICAL STEP

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

30 September 2016: Listed Australian automotive aftermarket parts business Bapcor Limited (ASX:BAP) says its proposed takeover offer for Hellaby Holdings Limited (NZX:HBY) is a logical step in the long-standing relationship between the two companies.

Darryl Abotomey, chief executive of Bapcor, said: “Bapcor and Hellaby’s automotive business have co-operated closely over a number of years - Bapcor is a long-standing Hellaby automotive customer, and Hellaby automotive executives have visited Bapcor’s facilities and held discussions about systems and processes.

“The two companies have previously talked about progressing the relationship further.

“Given this shared history, it is a logical step for our two companies to come together in this way,” Mr Abotomey said.

“Hellaby has underperformed guidance and recently highlighted an uncertain outlook, so what our proposed offer does is provide certainty for shareholders if they accept the offer and the offer completes.”

In Bapcor's view, the cash offer of $3.30 per share represents fair value for Hellaby. In addition, registered Hellaby shareholders (as at 23 September 2016) will receive Hellaby’s FY16 final dividend of 12.5 cents per share, payable by Hellaby on 30 September 2016 (today).

“We believe the fact that certain shareholders, some of whom have been long term investors in Hellaby, have entered into lock-up agreements to accept the offer in respect of approximately 30 per cent of Hellaby's issued shares indicates that this is an attractive offer.

“If shareholders agree to accept our offer, the New Zealand automotive parts market will gain from the economies of scale we can bring. We will offer customers new product ranges and utilise technology to provide a better customer experience and proprietary customer loyalty programmes.

“Hellaby and Bapcor employees should also receive enhanced career opportunities that arise from our scale,” said Mr Abotomey.

Bapcor is the largest automotive aftermarket parts, accessories and services supplier in Australia, with a network covering 750 sites. Bapcor has a strong history of growth, both organically and via acquisition. Since listing in 2014, it has significantly expanded the scope of its operations, with the A$275 million acquisition of Metcash Automotive in July 2015 a key pillar to this expansion. If the Hellaby takeover offer is not successful it is likely that Bapcor will enter the New Zealand market organically or through another acquisition.

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This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. Any securities described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “Securities Act”), or the securities laws of any state or jurisdiction of the United States. Accordingly, the securities may not be offered or sold directly or indirectly in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable United States state securities laws.

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