NZ Firm Offers to buy Software of Excellence
Attention Business Editors
For Immediate release
Tuesday June 12th, 2007
Henry Schein New Zealand Offers to Acquire 100% of Software of Excellence
The Board of Software of Excellence International Limited (SOEI) wishes to inform security holders that it has received notice pursuant to Rule 41 of the Takeovers Code from Henry Schein New Zealand (HSIC), a wholly-owned subsidiary of Henry Schein, Inc., that HSIC intends to make an offer for 100% of the issued capital (ordinary shares ("Shares") and mandatory convertible notes ("MCN's")) of SOEI. HSIC is offering $2.70 per share (together with an entitlement to retain a cash dividend of 3 cents per share to be paid by SOEI to shareholders) and $2.73 per MCN.
The record date for the entitlement to the dividend will be 26 June, 2007 and the payment date will be 2 July, 2007. If the takeover does not proceed the Board intends to declare a further dividend of 0.9 cents per share to meet SOEI's policy of a dividend payout ratio of up to 50% of Net Profit after Tax.
The offer will be subject to conditions including acceptances representing 90% or more of the voting rights in SOEI.
The Board has been informed that HSIC has entered into "lock-up" agreements with Co-Investor Capital Partners Pty Ltd and related parties (18.3%) and SOEI's Managing Director Brian Weatherly (4.7%) under which those security holders have agreed to accept the offer. Directors note that under the Takeovers Code, all security holders would be entitled to the benefit of any revision to the terms of any offer.
The Board has formed an Independent Directors Committee (IDC) comprising the Chairman, Jim Syme and directors Clive Ross, Kerry Gleeson and Paul Hargreaves to consider the Board's position on the offer. Kerry Gleeson will Chair the IDC.
In accordance with Rule 21 of the Takeovers Code, the IDC has commissioned Grant Samuel to prepare an Independent Appraisal Report on the merits of the offer and will prepare a Target Company Statement. On receipt of the Independent Appraisal Report, the Board will form a view on the merits of the offer.
The Board expects the formal offer documents together with the Independent Appraisal Report and the Target Company Statement to be dispatched in late June.