- Omnia mails Take-Over Bid Circular and accompanying documents to Nordex shareholders
- Omnia's Cdn$0.22 per share offer price provides a significant 22% premium to Nordex shareholders as compared to the EPC transactions
- The Omnia offer will expire at 5:00 p.m. Toronto time on September 9, 2016
Nordex shareholders need to vote AGAINST the inadequate EPC transactions to preserve their right to pursue the higher valued Omnia transaction
JOHANNESBURG, South Africa, Aug. 3, 2016 /CNW/ - Omnia Holdings Limited ("Omnia") (JSE: Share code: OMN ISIN: ZAE000005153) today announces that it has mailed its Take-Over Bid Circular and accompanying documents to Nordex shareholders offering to purchase all of their common shares for cash consideration of Cdn.$0.22 per share, through its mining division in the name of BME, a globally recognized business in the mining explosives industry (the "Offer"). The Offer will expire at 5:00pm (Toronto time) on September 9, 2016.
In order for Nordex shareholders to have the opportunity to pursue the higher valued Omnia Offer, they must vote AGAINST the inferior EPC transactions at the Nordex shareholder meeting to be held on August 18, 2016. Instructions for Nordex shareholders on how to vote either in person or by proxy at the Nordex shareholder meeting to be held on August 18, 2016 can be found in the Nordex management information circular dated July 25, 2016.
Reasons to accept the Offer and to NOT support the inadequate EPC transactions include:
- Significant Premium for Shareholders: The Cdn$0.22 cash Offer price per share represents a significant 22% premium to the value offered to Nordex shareholders in the proposed EPC transactions.
- Omnia will Benefit the Local Kirkland Lake Community. The Nordex business will not be leaving Kirkland Lake, Ontario. Omnia sees Nordex as the ideal base to grow its North American business, and has the financial means and capacity to ensure that the facility continues to provide jobs to the surrounding community for years to come and to make the necessary technical investment to improve the business.
- Realize Immediate and Certain Value: The all-cash consideration provides shareholders with the opportunity to realize an immediate and certain value for their Nordex shares.
- Remove the opportunity for EPC to significantly dilute current Nordex shareholders. EPC's subscription at a subscription price of Cdn$0.12, through which it will come to own 67% of the Nordex shares, is opportunistic, undervalues Nordex and represents a 45% discount to the share price set out in the BME Offer.
- Fully-Financed All-Cash Offer: In accordance with applicable Canadian securities laws, the Offer is not subject to a financing condition and is being made from cash on hand.
- Offer Provides Shareholders with Liquidity: Nordex shareholders currently have limited liquidity based on the trading history of the Nordex shares, and the fully-funded Offer provides an opportunity for shareholders to dispose of all of their shares for a clean cash consideration of Cdn$0.22 and at value levels not seen in the Nordex share price since the first half of 2015.
- The Going Private Transaction with EPC Puts Nordex Shareholders at Risk. If the going private transaction with EPC is not completed, Nordex shareholders will have been diluted into a change of control transaction at an unconscionable Cdn$0.12 per share and will be left as minority holders in a controlled subsidiary of EPC with no means to realize full value for their shares.
- The Proposed Change of Control Private Placement to EPC is Highly Dilutive and Keeps Significant Value from the Nordex Shareholders. The proposed change of control private placement to EPC is highly dilutive at Cdn.$0.12 per share, a full Cdn.$0.10 per share less than our Offer, which means that the Nordex board is leaving Cdn.$2.04 million of value on the table that is not going into the Nordex business, and in supporting EPC's Cdn.$0.18 per share going private transaction, keeps a further Cdn.$816,500 away from Nordex shareholders.
About the Offer and Shareholder Queries
The Offer is open for acceptance until 5:00 p.m. (Toronto time) on September 9, 2016 unless the Offer is extended or withdrawn. The Offer is subject to customary conditions, including there being validly deposited under the Offer such number of Nordex shares which constitute at least 66⅔% of the total outstanding Nordex shares, no material adverse changes in respect of Nordex, receipt of all necessary governmental and regulatory approvals and that the EPC transactions not be approved by Nordex shareholders.
The full details of the Offer are included in the formal offer and take-over bid circular and accompanying offer documents, which Omnia will file on the date hereof with the applicable Canadian securities regulatory authorities. Materials filed with the Canadian securities regulatory authorities are available electronically without charge at www.sedar.com. These materials may also be obtained without charge from Laurel Hill Advisory Group, Omnia's depositary and information agent for the Offer, by contacting them toll-free at 1-877-452-7184 or outside North America at 1-416-304-0211 or by email at [email protected].
Neither Omnia nor any of its affiliates owns any securities of Nordex, and Omnia is not directly or indirectly seeking the power to act as a proxyholder for any securityholder of Nordex.
If you have any questions, or need assistance in depositing your Nordex shares, please contact the Depositary and Information Agent for the Offer:
Laurel Hill Advisory Group
Toll-Free (North America): 1-877-452-7184
Outside North America: 1-416-304-0211
Email: [email protected]
Omnia Holdings Limited is a diversified chemicals group, listed on the Johannesburg Stock Exchange with a market capitalization of R10.8 billion (Cdn$980 million), with specialised services and solutions for the agriculture, mining and chemicals industries. Group turnover for the financial year ended 31 March 2016 was R16.8 billion (Cdn$1.5 billion).
The Group differentiates itself from other commodity chemical providers by adding value at every stage of the supply and service chain through technological innovation and by deploying its intellectual capital. The sustainability of the business model is strengthened by targeted backward integration through the installation of technologically advanced plants that manufacture core materials such as nitric acid and explosives emulsions. In addition to securing sources of supply, this enables Omnia to improve operational efficiencies throughout the product development and production cycle.
Omnia, which has its roots in the fertilizer and agriculture industry, has built an in-depth understanding, not only of its core markets in South Africa, but also in the fundamental industries of mining and agriculture in Africa. Based in Johannesburg, South Africa and with operations in 18 countries in Africa, including South Africa, and five countries outside of Africa, Omnia has more than six decades' experience in the business. Additionally, Omnia continues to grow its global footprint, with business units in Australasia and Brazil and clients in other regions such as Europe, South America and South East Asia.
Omnia provides customised, knowledge-based solutions through its Agriculture, Mining and Chemicals divisions. These divisions include Omnia Fertilizer, BME, Protea Mining Chemicals and Protea Chemicals, all niche businesses that operate with a common objective: to enhance customers' businesses through research, development and knowledge sharing that will enable them to increase yields and by extension, profit margins. The Group's proven business model makes it a market leader in chemical services. Omnia continues to grow and prosper, offering value to its customers by tailoring its solutions to their business needs through product and service innovation, and through the expert application thereof.
For further information, please refer to the Omnia website at www.omnia.co.za.
The Mining division services the mining, quarrying and construction industries through BME and Protea Mining Chemicals. BME is a leading manufacturer and supplier of bulk explosives, related accessories and blasting services in South Africa, southern and West Africa, and Australia.
BME is a market leader in bulk emulsion and blended bulk explosives formulations for opencast mining. It produces electronic delay detonators and shocktube initiating systems, and has its own range of boosters. BME also manufactures packaged explosives for underground mining and specialised surface blasting operations. BME offers a world-class blasting consultancy service with a combination of leading edge proprietary technology and world class expertise.
Industry experts, experienced mining engineers and geologists advise and support customer operations, particularly in the use of BME's unique and proprietary BlastMap™ software solutions in conjunction with the accurate AXXIS® electronic delay detonators.
Having introduced the technology for cold emulsion explosives into South Africa over 30 years ago and being the first to introduce used oil in the manufacturing of bulk explosives, BME remains driven by innovation and technical ability. Alongside the continuous evolution of BME's explosives and related products, BME has developed the AXXIS® electronic delay detonators – now an industry standard with an easy-to-use interface – and the BlastMapIII™ software for blast design and planning. This innovative approach leverages cutting-edge knowledge within the business to create significant customer wealth through improved productivity.
For further information, please refer to the BME website at www.bme.co.za.
SOURCE Omnia Holdings Limited
For further information: Joseph Keenan - Managing Director (BME - a division of Omnia Group (Pty) Ltd.), Email: [email protected], Contact: +27 11 709 8793