Dec 2009 Financial News

Agostini’s Limited – Notice to Shareholders of Acquisition of Smith Robertson & Company Limited and SuperPharm Limited

Dec 23, 2009

The following Notice to Shareholders was received from Agostini’s Limited:

We wish to advise that the Board of Directors of Agostini’s Ltd. (“Agostini’s”) has signed a Letter of Intent with Victor E. Mouttet Ltd. (“VEML”), to purchase from VEML 100% of the shareholding of Smith Robertson & Company Ltd. and SuperPharm Ltd., for which, VEML and Smith Robertson & Company Ltd. have recently signed a Letter of Intent to Purchase. The transaction will involve the issuance of 29,526,008 new shares in Agostini’s to VEML, subject to the necessary due diligence and shareholder and regulatory approvals for issue and listing of these new shares on the Trinidad and Tobago Stock Exchange. After the issuance of these new shares, VEML will hold 50.4% of the total issued share capital in Agostini’s and have indicated that they will appoint two non executive directors to the Agostini’s board.

The decision to enter into this transaction was arrived at, after careful consideration by the Board of Agostini’s and with the assistance of valuations provided by Mr. William Lucie-Smith, independent corporate finance advisor and former senior partner of PricewaterhouseCoopers. The acquisition of these two strong companies, operating mainly in the Pharmaceutical and Personal Care wholesale and retail businesses, will, together with the existing businesses in the Agostini’s Group operating in these product markets, place our Group in a more robust position, better able to take advantage of growth opportunities, and will significantly strengthen the Group’s overall financial position.

The recent sale of Agos Lighting, which was a drag on Agostini’s earnings for several years, and this proposed transaction, would result in a more focused and profitable Group, operating on a much larger scale in our core area of activity.

After the acquisition is completed, Agostini’s sales for the following twelve months are expected to be approximately $1.2 billion and annualised profit after tax in excess of $60 million. The Board expects that this transaction will provide significant synergistic benefits to the Group and will be accretive to earnings per share in the first full year, as well as significantly reducing the Group’s debt to equity ratio. Subject to the required regulatory and shareholder approvals we expect that the transaction will be completed in the first quarter of 2010.


Source:
The Trinidad and Tobago Stock Exchange Limited
Wednesday December 23, 2009