Merger of Group 4 Falck's Security Business and Securicor - Competition Approval and Posting of Documentation
Group 4 Falck A/S
CVR Number: 24 79 21 10
Incorporated in Denmark
Registration number: 3811216
Incorporated in England and Wales
28 May 2004
MERGER OF GROUP 4 FALCK’S SECURITY BUSINESS AND SECURICOR – COMPETITION APPROVAL AND POSTING OF DOCUMENTS
Further to their announcement of 24 February 2004, the Boards of Group 4 Falck A/S (“Group 4 Falck”) and Securicor plc (“Securicor”) provide the following update in respect of the proposed merger of Group 4 Falck’s security business and Securicor to create Group 4 Securicor plc (“Group 4 Securicor”) (the “Merger”).
The European Commission (the “Commission”) has today announced its decision to approve the Merger following Phase I of its investigation.
The approval has been given on the basis of undertakings provided by Group 4 Falck and Securicor to divest the following businesses: (i) Group 4 Falck’s cash transportation business in Scotland (Group 4 Falck Cash Services UK Limited), (ii) Securicor’s guarding, cash transportation, monitoring and response, and alarm businesses in Luxembourg (Securicor Luxembourg SA), and (iii) Group 4 Falck’s manned guarding business in the Netherlands (Falck Security BV), which does not include the aviation security business.
In aggregate, the businesses in respect of which divestment undertakings have been provided generated turnover of approximately £130 million and EBITA of approximately £5 million in their last financial year, representing approximately 3% of both pro-forma combined turnover and pro-forma combined EBITA of Group 4 Securicor.
In light of these divestments, Group 4 Falck and Securicor now expect the Merger to generate cost synergies of £30 million per annum, compared to £35 million per annum as originally announced. The direct costs to be incurred to achieve these synergy benefits has fallen from £55 million (as announced on 24 February 2004) to £45 million, substantially all of which are expected to be incurred and paid in the first two years following completion of the Merger.
Competition clearances for the Merger have now also been received in all nine of the other jurisdictions (including the United States) in which they are required.
Posting of Documents to Shareholders
Documentation relating to the Merger is at an advanced stage of preparation and will be posted to shareholders as soon as practicable in early June. Completion of the Merger is still expected to occur in the third quarter. Documentation relating to the demerger of Group 4 Falck into Group 4 A/S and Falck A/S was published today. The documentation relating to the Merger will also reflect the sale of Global Solutions Limited by Group 4 Falck, announced on 26 May 2004.
UBS Limited is acting as financial adviser and broker to Group 4 Falck for this transaction. Morgan Stanley & Co. Limited is acting as financial adviser to Securicor. Cazenove & Co. Ltd is acting as broker to Securicor. Cazenove & Co. Ltd, Morgan Stanley & Co. Limited and UBS Limited are acting as joint Sponsor for the listing of the shares of Group 4 Securicor on the London Stock Exchange.
Group 4 Falck
Lars Norby Johansen +45 70 13 43 43
Alistair Defriez +44 20 7568 1000
Richard Gosling +44 20 7568 1000
Ian Bonnor-Moris +44 20 7568 1000
James Bradley +44 20 7396 5322
Nick Buckles +44 20 8770 7000
Trevor Dighton +44 20 8770 7000
Debbie McGrath +44 20 8770 7000
Morgan Stanley & Co. Ltd
Mark Warham +44 20 7425 5555
Colm Donlon +44 20 7425 5555
Cazenove & Co Ltd.
Michael Wentworth-Stanley +44 20 7588 2828
Dermot McKechnie + 44 20 7588 2828
Citigate Dewe Rogerson
Patrick Toyne Sewell +44 20 7638 9571
Deborah Saw +44 20 7638 9571
Morgan Stanley & Co. Limited is acting exclusively for Securicor and Group 4 Securicor and for no one else in connection with the matters described herein and will not be responsible to anyone other than Securicor and Group 4 Securicor for providing the protections afforded to clients of Morgan Stanley & Co. Limited nor for providing advice in relation to the matters described herein.
UBS Limited is acting exclusively for Group 4 Falck and Group 4 Securicor and for no one else in connection with the matters described herein and will not be responsible to anyone other than Group 4 Falck and Group 4 Securicor for providing the protections afforded to clients of UBS Limited nor for providing advice in relation to the matters described herein.
Cazenove & Co. Ltd, which is regulated in the UK by the FSA, is acting for Securicor and Group 4 Securicor and for no one else in connection with the matters described herein and will not be responsible to anyone other than Securicor and Group 4 Securicor for providing the protections afforded to clients of Cazenove & Co. Ltd nor for providing advice in relation to the matters described herein.
The directors of Group 4 Falck accept responsibility for the information contained in this announcement insofar as it relates to the Group 4 Falck group and the Group 4 Falck directors. To the best of the knowledge and belief of the Group 4 Falck directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of Securicor accept responsibility for the information contained in this announcement insofar as it relates to the Securicor group and the Securicor directors. To the best of the knowledge and belief of the Securicor directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement is being released in the English language and in the Danish language. In the event of any inconsistency, the English language version shall prevail.
The offer to be made to shareholders of Group 4 A/S (the company which will, following the demerger of Group 4 Falck, hold the security business of Group 4 Falck) by Group 4 Securicor (the “Tender Offer”) shall not be available in any territory other than Denmark unless in the relevant territory such an offer or invitation could lawfully be made to them without contravention of any unfulfilled registration or other legal requirements. Persons who are not resident in Denmark should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the Tender Offer will not be made in or into and will not be capable of acceptance in or from the United States, Canada, Australia or Japan or to US persons. Accordingly, copies of the announcement are not being, and must not be, mailed or otherwise distributed in or into or from the United States, Canada, Australia or Japan or to US persons. The securities to be issued pursuant to the Tender Offer have not been and will not be offered or sold in the United States except pursuant to an applicable exception from registration. No public offering of securities is being made in the United States under the Tender Offer.
The statements contained in this announcement regarding synergies, performance, costs, divestments and growth are or may be forward-looking statements and reflect each management’s current analysis and expectations based on reasonable assumptions. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, and undue reliance should not be placed on these statements. Actual results may differ materially from the statements made depending on a variety of factors (including, amongst other things, changes in legislation or regulation, the result of consultation with employee representative bodies, fluctuations in demand and pricing in the security services industry, changes in taxation, future turnover being lower than expected, costs or difficulties relating to the integration of the businesses being greater than expected, expected cost savings from the transaction not being fully realised or realised within the expected time frame, changes in the general economic condition and currency fluctuations) and such forecasts or statements should not be interpreted to mean that earnings per share will necessarily be greater than those for the relevant preceding financial periods. Any forward-looking statements in this announcement speak only at the date of this announcement.