Simtronics ASA ("Simtronics", OSE: SIMTRO) today announced that Autronica Fire and Security AS ("Autronica"), a subsidiary of UTC Fire & Security, has agreed to put forward a voluntary cash offer for all issued shares of Simtronics not already held by Autronica. The NOK 1.90 per share offer is supported by Simtronics’ Board of Directors, who have entered into a Transaction Agreement with Autronica, setting out the terms and conditions for the offer.
The cash payment of NOK 1.90 per share values the total issued share capital of Simtronics at approximately NOK 132 million. The offer represents an 11.8 per cent premium to the closing share price on 14 February 2011, the last closing price prior to this announcement, and an 18.6 per cent premium to the volume weighted average share price for the three preceding months.
The offer will be conditional (unless waived by Autronica at its discretion) upon customary closing conditions including, but not limited to:
(i) Receipt of all necessary corporate, third party and regulatory consents and approvals, including lender consents and/or waivers.
(ii) Autronica receiving valid and unconditional acceptances of the offer from Simtronics’ shareholders representing, together with shares already held by Autronica, more than 90 per cent of the total number of shares and votes in Simtronics on a fully diluted basis; provided, however, that Autronica explicitly reserves the right to complete the offer also at a lower acceptance level.
(iii) No circumstance having occurred which has or can reasonably be expected to have a material adverse effect on Simtronics’ sales, results, liquidity, equity or assets.
(iv) Simtronics’ EGM validly resolving to amend the terms of the November 2009 convertible loan made to the Simtronics by Autronica, reducing the conversion price to the offer price.
(v) There having been no material breach of the Transaction Agreement by Simtronics.
The full conditions for the offer will be set out in the offer document to be issued by Autronica.
In relation to the offer, Autronica has entered into a extension agreement with Simtronics for the Short Term Loan Facility of NOK 18 million, whereby the repayment date is extended to 30 June 2011 or, if applicable, eight weeks following the date on which Autronica has given public notice of a withdrawal or non-completion of the offer.
Simtronics has today summoned an extraordinary general meeting to be held 8 March 2011, where the Board of Directors proposes that the conversion price under the convertible loan provided by Autronica of NOK 71,575,000 shall be amended to the offer price (NOK 1.90), subject to the offer being completed.
Simtronics’ interim financial report for the fourth quarter of 2010 will be published on 18 February 2011.
The Board of Directors of Simtronics unanimously supports the offer, finding it fair and under the current circumstances, in the best interest of the Company and its shareholders. The Board of Directors therefore recommends the shareholders of Simtronic to accept the offer.
“Simtronics has been through a challenging period with reduced profitability and constrained liquidity. The Board has explored a number of alternatives in order to rebuild Simtronics’ financial platform. Our conclusion is that the offer made by Autronica is the best available solution, securing operations and the shareholders’ investments,” said Simtronics Chairman John Afseth.
The Board’s decision is based also on a fairness evaluation provided by Argo Securities. The evaluation concludes that the NOK 1.90 offer is within a range that should be considered a fair price for the Simtronics shares. Argo Securities’ evaluation and the Board of Directors’ detailed assessments and recommendation will be published in a separate document.
All of Simtronics’ board members and the Company’s senior executives, combined representing 13.7 per cent of outstanding Simtronics shares, have given their irrevocable pre-acceptance of the offer. Autronica currently holds 27.2 per cent of the outstanding Simtronics shares, which together with the shares covered by the pre-acceptances equal 40.9 per cent of the outstanding Simtronics shares. Assuming a full conversion of the convertible loan at an adjusted conversion price of NOK 1.90 as described above, Autronica will together with its current shareholding and the shares covered by the pre-acceptances control approximately 61.7 per cent of the Simtronics shares.
The voluntary offer will be opened for acceptances as soon as the offer document to be prepared and published by Autronica has been approved by Oslo Børs. The offer document will contain the detailed terms of the offer.
The Company expects that, following completion of the offer and Autronica’s acquisition of shares representing more than 90 per cent of the shares and votes of Simtronics, Autronica will commence a compulsory acquisition procedure to acquire all remaining Simtronics shares and promote a delisting of the Simtronics shares from Oslo Børs.
For further information, please contact Mr Rune Martini, CEO of Simtronics ASA, telephone +47 4807 8080 or Mr John Afseth, Chairman, telephone +47 9220 1850.
Simtronics ASA (Oslo Stock Exchange: SIMTRO) works to prevent disasters from happening. The company is an international supplier of fire and gas safety systems, active fire fighting solutions and fire prevention systems. Simtronics' flame and gas detectors represent the most accurate, reliable and robust safety technology available. The Company's products, solutions and systems are used by the oil and gas industry as well as in shipping, petrochemical and other process industries and in mining. Simtronics has a well established market base in Europe with Norway, France, UK and Germany as the single most important markets. Simtronics' heritage goes back to 1948.