Mitsui & Co., Ltd. ("Mitsui") is pleased to announce its intention to make a voluntary conditional cash offer ("Offer") for all issued and paid-up ordinary shares ("Shares") in the capital of Portek International Limited ("Portek").
Mitsui has received irrevocable undertakings from a founder of Portek (78,267,050
Shares, approximately 51.3% of the Shares) to accept the Offer in respect of all the Shares held by them prior to and up to the close of the Offer.
Mitsui does not currently intend to preserve the listing status of Portek in the Mainboard of the Singapore Exchange Securities Trading Limited ("SGX"). However, Mitsui reserves the right to continue to examine and evaluate its options including maintaining the listing status of Portek taking into account market conditions and trading liquidity.
1. Objective of the Offer
(1) Complementary Skills and Operations
With engineering, terminal management, marketing expertise and hinterland traffic development, Portek Group has been delivering both capacity and productivity solutions to port operators which enable them to gear up quickly to meet demand surges in cargo traffic. Portek's ability to fast-track port modernization and transformation also allows port operators to significantly shorten necessary lead time for port loading and unloading. This expertise in port equipment and productivity solutions would allow Mitsui to improve and increase the productivity and efficiency of its logistic operations around the world.
(2) Established Platform with an Experienced Management Team
Portek Group has established a platform for terminal operations and strong operational track records driven by its experienced and knowledgeable management team. Mitsui believes these are compelling factors for being selected by port authorities and terminal operators as a trusted partner to operate port concessions and have been a key driver of Portek's growth and expansion. Therefore, Portek Group's existing platform and management expertise will assist in the further expansion and enhancement of the port operations business of Mitsui.
(3) Immediate Access to a Portfolio of Terminal Operations
Mitsui seeks to develop an effective logistics infrastructure and logistics network mainly in emerging countries including Asia, Central America, South America and Africa, in addition to the fact that Mitsui is aggressively expanding globally through the Tri-net group companies which are 100% subsidiaries in the Americas, Europe, Asia Pacific, China, and Japan. Portek Group operates and manages a portfolio of seven medium-sized container and multi-purpose terminals in Indonesia, Algeria, Malta and Gabon and a dry port in Rwanda. An acquisition of Portek would accelerate Mitsui's growth strategy, providing it with an immediate expansion of its logistics infrastructure and network in the countries in which Portek operates.
2. Outline of the Offer
(1) Portek Overview
|(1) Company Name
||Portek International Limited
|(2) Registered Office
||20 Harbour Drive, #02-01. PSA Vista Singapore 117612
||Chairman and Managing Director: Larry Lam Choon Seng
|(4) Main Business
||A turnkey provider of equipment, services and solutions for the port industry globally as well as an operator of medium sized container and multipurpose ports
|(5) Issued Share Capital
|(7) Major Shareholders and Ownership
||Founder (Larry Lam Choon Seng) and his family trust 41.0%
(as of July 12, 2011), International Container Terminal Services Group 16.8%
(as of June 16, 2011)
|(8) Relationship with Mitsui and Portek (As of July 12, 2011)
|(9) Financial Highlights (Consolidated Base)
|Profit for the Year
(2) Schedule of the Offer
Mitsui will make the Offer with the following anticipated timeline, subject to market conditions and the receipt of valid acceptances.
Late July, 2011:Despatch of Offer Document
Late August, 2011:Close of the Offer
(3) Offer Price
S$1.40 per share
The Offer Price represents 6.1% premium over the last traded price of S$1.32
per share on the SGX on July 11 and 50.5% premium over average closing price of
S$0.93 per share of the Shares for the three-month period preceding the Offer Announcement. The Shares of Portek are currently under the voluntary general cash offer at the price of S$1.20 per share by other company.
(4) Number of Target Shares in the Offer
Target Shares:Ordinary Shares 152,585,960 Shares (as of July 12, 2011)
Note 1) In accordance with Singapore regulations, the Offer will be subjected to the condition that the receipt of valid acceptances is more than 50% of all the shares which would be in issue if all the outstanding share options ("Options") granted under the Portek Employees' Option Scheme 2002 are validly exercised. There is no upper limit of target Shares in the Offer.
Note 2) The Offer will be extended to all new Shares issued or to be issued pursuant to the valid exercise of the Options on or prior to the close of the Offer. Mitsui proposes to pay Option holders amount by which the Offer Price exceeds the exercise price of that Option. Option holders who accepted the proposal will be required to surrender all of the Options for cancellation.
(5) Change in the Shareholding of Mitsui in Portek by the Offer
The Number of Shares before the Offer : 0 Share
The Number of Shares held by specially related parties of Mitsui before the Offer : 0 Share
Estimated Number of Shares after the Offer : 152,585,960 Shares
Note 3) Estimated number of Shares after the Offer is the same as the targeted all outstanding ordinary Shares, which is not including new Shares issued or to be issued pursuant to the valid exercise of the Options on or prior to the close of the Offer.
(6) Estimated Total Amount
S$221 Million in maximum (Approximately ¥14 Billion)
The details of financial impacts will be reviewed once it becomes clear after the completion of the Offer, but we believe the impact to the FY March 2012 should be limited.
This press release includes forward-looking statements about Mitsui. These forward-looking statements are based on the current assumptions and beliefs of Mitsui in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Mitsui's actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. The risks, uncertainties and other factors referred to above include, but are not limited to, those contained in Mitsui's latest annual report on Form 20-F, which has been filed with the U.S. Securities and Exchange Commission.
This press release is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.