20 December 2007
For immediate release
Recommended Cash Offer
for the whole of the issued and to be issued ordinary share capital of
Tellings Golden Miller Group plc
The Boards of Arriva and Tellings Golden Miller are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Arriva to acquire the entire issued and to be issued ordinary share capital of Tellings Golden Miller. The Tellings Golden Miller Directors will unanimously recommend Tellings Golden Miller Shareholders to accept the Offer.
The Offer will be made on the basis of 45 pence in cash for each Tellings Golden Miller Share and values the entire existing issued ordinary share capital of Tellings Golden Miller at approximately £10.3 million. The Offer Price represents:
• a premium of approximately 47.5 per cent. to the Closing Price of 30.5 pence for Tellings Golden Miller Shares on 19 December 2007, being the last Business Day prior to the date of this announcement; and
• a premium of approximately 67.9 per cent. to the average Closing Price of 26.8 pence for Tellings Golden Miller Shares over the twelve months prior to the date of this announcement.
The Tellings Golden Miller Directors, who have been so advised by CFA, consider the terms of the Offer to be fair and reasonable. In providing advice on the Offer to the Tellings Golden Miller Directors, CFA has taken into account the commercial assessments of the Tellings Golden Miller Directors.
Accordingly, the Tellings Golden Miller Directors will unanimously recommend Tellings Golden Miller Shareholders to accept the Offer.
Those Tellings Golden Miller Directors, together with certain persons connected with them, who are interested in Tellings Golden Miller Shares have given irrevocable undertakings to Arriva to accept the Offer in respect of, in aggregate, 16,279,746 Tellings Golden Miller Shares representing approximately 70.97 per cent. of the existing issued ordinary share capital of Tellings Golden Miller and to exercise 36,000 options over Tellings Golden Miller Shares once the Offer has been declared wholly unconditional and accept the Offer in respect of those Tellings Golden Miller Shares. These irrevocable undertakings remain binding in the event of a competing offer being made for the entire issued and to be issued ordinary share capital of Tellings Golden Miller unless the Offer lapses or is withdrawn.
Commenting on the Offer, David Martin, Chief Executive of Arriva said:
"The Offer provides continuity to existing customers and employees of Tellings Golden Miller. We appreciate the specialised skills and experience of Tellings Golden Miller’s management and employees and we look forward to supporting them in developing the Tellings Golden Miller business further."
Commenting on the Offer, Stephen Telling, Chairman of Tellings Golden Miller, said:
“I believe that the Offer provides an attractive exit for Tellings Golden Miller Shareholders in the current climate. The Offer provides the Tellings Golden Miller Group’s employees with opportunities and support as part of a major multinational group and provides Tellings Golden Miller with the resources to continue to develop the business for the benefit of Tellings Golden Miller’s customers.”
Rothschild is acting as financial adviser to Arriva. CFA is acting as financial adviser to Tellings Golden Miller.
Read the full document
This summary should be read in conjunction with, and is subject to, the full text of the following announcement, including the appendices. Appendix I to this announcement contains the conditions and certain terms of the Offer. Appendix II to this announcement contains further details of the bases of calculations and sources of information set out in this announcement. Appendix III to this announcement contains further details of the irrevocable undertakings and Appendix IV to this announcement contains definitions of certain expressions used in this summary and in this announcement.
Steve Lonsdale 0191 520 4000
Rothschild (Financial Adviser to Arriva)
Stephen Moore 0113 200 1900
Tulchan Communications (PR advisers to Arriva)
David Trenchard 020 7353 4200
Tellings Golden Miller
Stephen Telling 020 8757 4700
CFA (Financial Adviser to Tellings Golden Miller)
Simon Sacerdoti 020 7492 4777
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