Position of the Company’s Management Board regarding a tender offer announced by Terantium Investments Sp. z o.o.
Legal basis: Art. 80 of Public Offering Act - Position of the Company’s Management Board regarding a tender offer
Content of the report:
The Management Board of HTL-STREFA S.A. (“the Company”), acting in accordance with the procedure laid down in Article 80 of the Act of 29 July 2005 on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (Journal of Laws No. 184, item 1539, as amended), on the basis of information provided by the obliged entity in the contents of the tender offer and contained in the press release issued by EQT in connection with the announcement on 8 October 2009 of the Tender Offer to purchase 64,593,731 shares of HTL-STREFA S.A. by Terantium Investments Sp. z o.o. (“the Acquirer”), with its registered office in Warszawa, ul. Grzybowska 5a, 00-132 Warszawa, entered in the register of businesses of the National Court Register as number 0000332318, presents its position which reads as follows:
I. Grounds for the position and disclaimers.
- The Management Board, when preparing this position, did not order any additional studies or valuations of the Company in connection with the Tender Offer,
- Except for information derived from the Company, the Company’s Management Board is not liable in any way for the correctness, reliability, completeness and adequacy of the information underlying this position.
- The presented position of the Management Board does not constitute a recommendation in respect of the purchase or sale of financial instruments as referred to in Art. 42 of the Act of 29 July 2005 on trading in financial instruments.
- The Management Board of HTL-STREFA S.A. believes that when taking an investment decision in the matter of responding to the Tender Offer, any shareholder should perform his own assessment of the investment risk connected with the sale or purchase of the Company’s shares on the basis of all information made available by the Company as part of its meeting of disclosure requirements and to the extent in which it keeps its validity.
- The persons signing this position of the Company’s Management Board do not hold any confidential information in the meaning of the Act on trading in financial instruments of 29 July 2005 which should be disclosed, and, to the best of their knowledge, do not know of any facts related to the Company or its shares which is or could be deemed to be confidential information of significance for the assessment of the Tender Offer, which had not been previously publicly announced by the Company as required by law;
In order to express its position, the Company’s Management Board got acquainted with :
1) Information from the three main shareholders (Andrzej Czernecki, Wojciech Wyszogrodzki and NORYT N.V) and the Contents of the announced tender offer, EQT,
2) Press release by EQT (owner of 100% shares in Terantium Investments Sp. z o.o.) in connection with the announcement of the Tender Offer to subscribe to sell 64,593,731 shares of HTL-STREFA S.A. dated 8 October 2009, published on the web page of the daily newspaper Puls Biznesu (www.pb.pl),
3) Stock exchange quotations of shares of HTL-STREFA S.A.,
4) Analytical reports on the Company in the period preceding announcement of the Tender Offer, written by Beskidzki Dom Maklerski dated 31 August 2009 (publication on 3 September 2009 available on the web page www.bankier.pl) and by AmerBrokers dated 12 May 2009 (publication available on the web page www.amerbrokres.pl), as well as the content of recommendations by WOOD & Company dated 28 August 2009 r.
II. Position of the Company’s Management Board.
Having taken account of the above information, the Company’s Management Board believes that:
1. It follows from the above-mentioned documents published by Terantium Investments and EQT, as well as from information provided by the Investor and the three main shareholders, that after a block of shares of at least 80 per cent is taken over, the operation of HTL-STREFA will be continued in the hitherto sector, and that operation will commence a new stage of development – one which requires concentration of resources on its long-term strategy. The Acquirer has advised that it is not going to introduce radical changes to HTL Group and reduce numbers employed in its manufacturing plants. The Management Board has not received any information from which it follows that there are plans to change the location of the Company’s place of business. EQT has advised that it wants the hitherto president of HTL-STREFA, Andrzej Czernecki, to take the position of the Chairman of the Supervisory Board, with the CEO, Wojciech Wyszogrodzki, becoming the Company’s President, and both Gentlemen, who have been the Company’s main shareholders so far, expressed consent for taking those positions. In the opinion of the Management Board, such composition of the Management Board and the Supervisory Board points out to continuation of the hitherto style of managing the Company, direction of its development and personnel policy.
The Management Board believes that the Company’s being taken control of by an entity that is wholly owned by EQT Group, given its experience of many years which confirms the effectiveness and efficiency of investments into medical sector companies, can have a positive effect on the development of HTL-STREFA S.A. EQT’s effectiveness in the area of medical companies’ development is shown by its successful investment into the company HemoCue, the global leader on the market of professional diagnostic and testing equipment, that investment being the closest match comparing with the business of HTL-STREFA. The common vision for how to develop the Company’s operations, shared by the current Management Board of HTL-STREFA and partners from EQT, in combination with EQT’s know-how and experience in managing medical companies, promises a more efficient development of the organization and expansion to new product markets.
As per the announced Tender Offer, in the event of its success, EQT is going to withdraw the Company from public trading. In the opinion of the Management Board of HTL-STREFA, the Company’s withdrawal from the Stock Exchange can contribute in a positive way to a further dynamic growth of its business. The change of status from a public to private company will allow to extend protection over the Company’s very valuable technologies and know-how against competitors, and also it will create better conditions for the implementation and evaluation of its long-term development strategy, without the necessity to give priority to good short-term financial results for the sake of required publication at the expense of long-term operations.
2. The price proposed in the tender offer exceeds the average market price, which is equal to the arithmetic average from shares’ average daily market prices, weighted with the volume of their sales on WSE from the period of three (12.33 PLN) and six (12.17 PLN) months directly preceding announcement of the tender offer by 11.2% and 12.7%, respectively. Moreover, in the opinion of the Management Board, the price announced in the Tender Offer has been fixed in conformity with the regulations in force and it is higher than the price required by provisions of the Act of 29 July 2005 on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies, Art. 79. In addition, the price in the Tender Offer is higher than the quotations of the Company’s shares as recommended in the analytical report of Beskidzki Dom Maklerski dated 31 August 2009 (10.30 PLN), an analytical report by AmerBrokers dated 12 May 2009 (13 PLN), as well as in the message by WOOD & Company dated 28 August 2009 (12.50 PLN). The Management Board believes that the price offered in the Tender Offer reflects the fair value of the Company.
Taking the above information into account, the Management Board of HTL-STREFA S.A. is of the opinion that the Company’s pricing and, consequently, the price offered in the Tender Offer, is attractive.
The Management Board points out to the fact that other opinions than those presented in this position may exist on the subject of the Company’s value.
This position has been furnished to all employees of HTL-STREFA S.A at the same time.
Signatures of company representatives:
23-10-2009 Wojciech Wyszogrodzki Chief Executive Officer (CEO)
