as at 09:00:10, Monday 07 March, 2011 (NZDT)
ASSET: MFT: Mainfreight Enters Agreement to Purchase Wim Bosman Group
MFT
07/03/2011 09:00
ASSET
REL: 0900 HRS Mainfreight Limited
ASSET: MFT: Mainfreight Enters Agreement to Purchase Wim Bosman Group
Mainfreight is pleased to announce that it has entered into a sale and
purchase agreement to purchase the Netherlands-based Wim Bosman Group.
The Wim Bosman Group is one of the largest privately-owned, integrated
transport and logistics providers in the Netherlands and Belgium with 14
branches across six European countries, with more than 1,000 transport units,
more than 275,000m of warehouse and cross docking facilities and
approximately 1,414 team members. The Group provides transportation and
logistics services across Europe utilizing road, sea and air transportation.
Third party warehousing services are an attractive feature of the supply
chain activities offered to its customers.
The acquisition is a strong strategic fit for Mainfreight and will provide an
excellent platform for Mainfreight to expand its business and service
offering globally.
Mainfreight's presence in the European community will provide increasing
services and opportunities to its existing and future customers from New
Zealand, Australia, Asia and the USA.
Purchase Price
The initial purchase price for the Wim Bosman Group is EUR110 million
(approximately NZ$205 million). A further earn out payment of up to EUR10
million will be payable if the Wim Bosman Group achieves EBITDA of at least
EUR20 million for the year ending 31 December 2011, giving a maximum purchase
price of EUR120 million.
EBITDA for the Wim Bosman Group for the year ended December 2010 was EUR19.4
million (unaudited) on sales revenues of approximately EUR240 million.
Mainfreight expects that the transaction will be accretive to its earnings
per share.
Funding the Acquisition - New Loan Facilities
The acquisition of the Wim Bosman Group will be funded by bank debt. In
addition to raising the additional debt required to fund the acquisition,
Mainfreight has taken the opportunity to refinance its existing bank debt
facilities on more favourable terms by entering into new loan facilities.
These new facilities are five year multi currency facilities which allow for
borrowings up to approximately NZ$415 million (based on current exchange
rates).
Mainfreight has elected to debt fund the acquisition in preference to an
equity raising due to significant balance sheet capacity and the lower cost
of debt relative to the cost of equity.
Following the acquisition, Mainfreight's gearing ratio of net debt to net
debt plus equity is expected to be approximately 48%. The current gearing
ratio pre acquisition is approximately 17.5%.
Cash flow generation from the combined entity, post-acquisition, will be more
than sufficient to service interest costs and debt reduction.
The new funding arrangements will allow for expansion under more favourable
terms and covenants, with additional headroom for future capital
requirements.
Key Benefits
The key benefits of the acquisition to the Mainfreight Group are:
- The establishment of a significant footprint within Europe with a
well established, quality business, producing sound profits.
- The timing of the acquisition is favourable to Mainfreight's
long-term European strategic initiatives.
- The Wim Bosman Group provides opportunities to further expand
Mainfreight's international global network enhancing European capability for
its customers.
- The Wim Bosman Group has experience and expertise in supply chain
logistics which will enhance the development of the Mainfreight Group's
equivalent business.
- The structure and culture of the Wim Bosman Group is very similar to
that of Mainfreight with an emphasis on customers, teamwork and quality.
Conditions
Completion of the acquisition is subject to a number of conditions including:
1. Mainfreight shareholder approval by Special Resolution. A special
meeting of Mainfreight shareholders is scheduled to be held on 24 March 2011.
A notice of meeting containing further information on the purchase and the
new loan facilities is expected to be sent to shareholders on 9 March.
2. The sellers obtaining necessary consents and approvals from parties
to various material arrangements. These include consents from certain
lessors, alliance partners and fleet financiers.
3. Wim Bosman, the founder of the Wim Bosman Group, entering a service
agreement with the Wim Bosman Group for a period until 31 December 2011.
4. All amounts owing between the Wim Bosman Group and the sellers and
their related parties having been settled.
5. Encumbrances over the shares in the companies and the assets of the
Wim Bosman Group being released.
Completion
The completion date is scheduled for 1 April 2011 unless a deferral is
required should all conditions not be satisfied. The long stop date by which
all conditions must be satisfied is 30 April 2011.
This acquisition is a significant step in the development and growth of
Mainfreight. Wim Bosman Group is a well-respected, profitable organisation
which will provide Mainfreight with a significant European presence and
opportunity to further grow its supply chain logistic services throughout the
world.
For further information, please contact Don Braid, Group Managing Director,
phone +64-9-259 5503, +64-274 961 637 or email
[email protected].
End CA:00206518 For:MFT Type:ASSET Time:2011-03-07 09:00:13