Press Release – JEVIC
JEVIC NZ increases offer for VINZ to $2.15 per share VINZ directors all accept offer and unanimously recommend that shareholders sell 25 January 2013 Auckland, New Zealand JEVIC NZ has today increased its offer for shares in Vehicle Inspection …
JEVIC NZ increases offer for VINZ to $2.15 per share
VINZ directors all accept offer and unanimously recommend that shareholders sell
25 January 2013 – Auckland, New Zealand – JEVIC NZ has today increased its offer for shares in Vehicle Inspection New Zealand Limited (VINZ) from $1.65 per share to $2.15 per share, an increase of 30 percent.
The revised offer price was finalised following discussions between JEVIC and the VINZ Board. All five directors of VINZ have agreed that they will sell their shares, and the Board unanimously recommends that shareholders accept the revised offer.
JEVIC seeks to acquire 100 percent of the shares in VINZ and has so far received acceptances from shareholders representing 24.28 percent of VINZ shares. The Directors of VINZ hold a further 9.56 percent of shares. Five of the 10 largest shareholders have already accepted the offer, including four shareholders acting in concert with JEVIC.
JEVIC decided to increase its offer after considering the Independent Adviser’s Report, prepared by Simmons Corporate Finance.
“The Independent Adviser had access to more detailed information than the public records available to us when we made our initial offer,” says Euan Philpot, Chief Executive, JEVIC NZ. “These included 2012 management accounts, 2013 budgets, and forecasts for 2013, 2014 and 2015. After considering the evidence and analysis in his report we reached the view that an increase was warranted.”
At $2.15 per share the revised offer price values VINZ at $5.375 million and sits between two of the three valuation ranges set out in the Independent Adviser’s Report ($1.77 – $1.93 per share and $2.27 – $2.55 per share). It represents a premium of 43 percent over $1.50 (the last trading price before the offer was announced) and premiums of between 46 percent and 52 percent over the volume weighted average share price (VWAP) measured over one to 12 months.
The offer closes on 13 February 2013 and will not be extended.
Two of the key conditions of the offer have now been satisfied:
• JEVIC has received an assurance from Frank Willett that he will agree to stay on as General Manager of VINZ if the offer is successful.
• JEVIC has received appropriate assurances from NZTA that the existing VINZ contracts will not be negatively impacted by its proposed takeover of VINZ.
All other terms of the offer, including the date for payment of the consideration for the VINZ shares, remain as set out in the offer document.
“We are very pleased to have reached a position where the VINZ Board is now able to support our offer,” said Mr Philpot. “We regard VINZ as an excellent vehicle inspection business and a well-managed organisation. We value it highly, as we expect it to be a cornerstone of our growth strategy, and are delighted to have secured the services of Frank Willett, who will continue to lead the company.”
The offer remains conditional on JEVIC receiving acceptance of more than 50 percent of the shares in VINZ.
“We believe the offer is fair and realistic and represents certain and immediate value for VINZ shareholders in an otherwise uncertain time for the vehicle inspection industry,” said VINZ Chairman, Kenneth Worsley. “The Directors of VINZ endorse the offer and unanimously recommend that shareholders accept it without further delay.”
Shareholders who have already accepted the initial offer will, if it is successful, receive $2.15 per for each share they hold.
VINZ inspects, tests and certifies new and used vehicles to ensure they comply with New Zealand regulations. Its services include Warrant of Fitness and Certificate of Fitness testing (for commercial vehicles), vehicle appraisals and inspections, exhaust emission testing, driver and vehicle licensing, and road user charge collection. As an authorised Transport Service Delivery Agent, VINZ completes entry certification on the New Zealand Transport Agency’s behalf for approximately 40 percent of vehicles entering the New Zealand fleet. Its shares are traded on the Unlisted platform.
About JEVIC NZ
JEVIC NZ, part of the JEVIC group of companies, is an approved Ministry for Primary Industries operator for the Pre-Shipment Inspection Programme in Japan and the United Kingdom. The company is New Zealand’s largest biosecurity vehicle inspectorate with approximately 85 percent market share.
The company is authorised by the New Zealand Transport Agency as a Border Inspection Organisation. JEVIC NZ also provides vehicle inspection services to exporters, importers, shipping lines and logistic chain suppliers.
Since 2003, JEVIC NZ has been involved in pre-shipment inspections, verifications and certification of used vehicles. JEVIC NZ is an independent organisation which, through the JEVIC Group, has first class facilities in numerous countries. Its inspections and services also include export certification, odometer verifications, replacement documentation, stolen vehicle checks, structural damage inspections and vehicle background checks.
JEVIC’s company number is 1342586 and its incorporation date is 1 July 2003. For more information please visit www.jevic.co.nz .