July 21, 2011
Asahi Offer for Charlie’s Opens
Asahi Beverages New Zealand Limited (Asahi) has today despatched the offer document outlining its 44 cent cash offer for
all of the shares in Charlie’s Group Limited.
The offer document is being sent together with Charlie’s Target Company Statement containing a recommendation from the
Charlie’s Board of Directors that shareholders accept the offer announced on 4 July.
The Target Company Statement also incorporates an Independent Adviser’s Report prepared by Grant Samuel & Associates.
Asahi’s offer price of 44 cents per Charlie’s share is at the top end of Grant Samuel’s assessed value range of 41 to 45
cents per share, and Grant Samuel notes that the Offer price of $0.44 “represents a full and fair multiple of Charlie’s
Group’s forecast EBITDA for the year to 30 June 2012 of 11.4 times”.
In a letter to shareholders accompanying the documents, the Charlie’s board unanimously recommends they accept the offer
for all of their shares in the absence of a superior proposal.
In addition, the independent directors have indicated to shareholders they intend to accept the offer for all of the
shares they own or control in the absence of a superior proposal. Major shareholders , together holding 52.17 per cent
of the Charlie’s shares, have committed to accept the offer by 22 July 2011.
Chairman Ted van Arkel highlights a number of reasons for the board’s support of the offer. The offer is a cash offer,
is at the top end of the Grant Samuel valuation range and it represents a 57 per cent premium over the closing price for
Charlie’s shares prior to the offer being announced.
The board also says that prior to Asahi’s formal offer, it had received a number of unsolicited indicative proposals and
Asahi’s proposal represented the best price for shareholders.
Because major shareholders are committed to the Asahi offer, the board thinks it is unlikely a competing offer would
arise during the offer period.
In conclusion the board believes the Asahi offer “represents a unique opportunity to propel Charlie’s brands further on
to the world stage and more quickly than Charlie’s may achieve on its own”.
It says the offer provides a certain value to shareholders now, noting that risks and external factors could affect the
value of Charlie’s shares in the future.
“The offer fairly compensates shareholders for the brand equity that has been created by the Charlie’s management team
to date,” says Mr van Arkel.
Asahi’s offer opens today (July 21) and is scheduled to be open until 19 August but could be extended by Asahi.
It is subject to a number of conditions including Overseas Investment Office consent and acceptance by shareholders
representing 90 per cent of Charlie’s ordinary shares.
The Charlie’s board encourages shareholders to read all the documentation carefully and, if they have any questions, to
consult with their financial or legal adviser.
ends