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Perpetual Limited — M&A Activity 2010
Dec 21, 2010
10538_rns_2010-12-21_43e24291-ec26-474c-8bec-38a63b0aa8bb.pdf
M&A Activity
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22 December 2010
Perpetual Limited ABN 86 000 431827 Angel Place Level 12, 123 Pitt Street Sydney SYDNEY NSW 2000 Australia
Dear shareholder
Perpetual and KKR end discussions
Further to my letter of 27 October 2010, I am writing to inform you of the outcome of the Kohlberg Kravis Roberts & Co. (KKR) proposal.
On 20 December 2010, your Board advised the Australian Securities Exchange (ASX) that discussions with KKR have ended after mutually acceptable terms were unable to be developed in relation to the KKR proposal. As a result, KKR’s indicative proposal to acquire all of Perpetual’s shares via a scheme of arrangement will not be proceeding.
You may recall that on 18 October 2010, Perpetual announced it had received an indicative, incomplete, conditional and non-binding proposal from KKR. On 25 October 2010, we announced that after initial consideration of the proposal, we determined that the proposed price did not reflect Perpetual’s value but that the interests of you, our shareholders, would be best served by conducting exploratory discussions and providing limited financial information to KKR.
Following this, Perpetual’s Board and management engaged in confidential discussions with KKR. These discussions were aimed at exploring whether a satisfactory offer could be developed that addressed key commercial terms and would be capable of being recommended to Perpetual’s shareholders. However, the parties have agreed that such an offer by KKR can not be formulated.
Your Board confirms that KKR will not be conducting any due diligence on Perpetual and does not anticipate any further discussions with KKR in relation to the proposal.
Update on Chief Executive Officer appointment
Your Board has continued the process of selecting a new CEO. Following cessation of the discussions with KKR, your Board expects to finalise the appointment of a new CEO shortly.
Guidance affirmed
Perpetual re-affirms its earnings guidance, provided at the Company’s Annual General Meeting on 26 October 2010, which stated that the company expects its underlying profit after tax (UPAT) for the six months to 31 December 2010 to be in the range of $35-40 million. UPAT guidance excludes costs incurred in responding to the KKR proposal and other significant non-recurring items.
Thank you for your patience during this process and your continued support.
Yours faithfully
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Peter Scott Chairman