Shareholders of paper company and wide format supplier Spicers, formerly PaperlinX, voted overwhelmingly in favour of a $A147 million proposal to sell the company’s entire Australia and New Zealand operations to Japan-based global paper giant Kokusai Pulp & Paper Co (KPP).
At a Special General Meeting held in Melbourne on Wednesday, 99.75% of shareholders voted in favour of a “Scheme of Arrangement” first revealed in January that was recommended unanimously by the Spicers board.
The deal now requires approval by the Federal Court of Australia, and Spicers has a court hearing scheduled for Wednesday, 3 July 2019.
If the court approves the Scheme, Spicers proposes to lodge the orders of the court with the Australian Securities and Investments Commission on Wednesday, 3 July 2019, at which time the Scheme will become legally effective.
Spicers will then apply for its shares to cease trading on the ASX from the close of trading on Wednesday, 3 July 2019. The Scheme and Capital Return agreement are expected to be implemented on Tuesday, 16 July.
Spicers shareholders who hold shares at 7.00pm (Melbourne time) on Monday, 8 July 2019 ('Scheme Shareholders') are currently expected to receive a total cash payment in the range of $0.070 (7.0 cents) to $0.072 (7.2 cents) per share on the Implementation Date as follows:
Scheme consideration of $0.043 (4.3 cents) per share; and
Capital Return consideration currently expected to be in the range of $0.027 (2.7cents) to $0.029 (2.9 cents) per share.
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| Spicers chairman Jonathan Trollip |
Before the vote, Spicers chairman Jonathan Trollip told meeting that the KPP was "a natural owner" for Spicers.
“Your Directors have made their recommendation on the basis that:
- The total consideration currently expected to be received by shareholders represents an attractive premium of approximately 30 percent to the trading prices of Spicers Shares on ASX prior to the announcement of the proposed transaction on 17 January 2019.
- The proposed Transaction provides Spicers Shareholders the certainty of a cash payment for their Spicers Shares.
- The price of Spicers Shares is likely to fall in the near term if the Transaction is not implemented, and in the absence of a Superior Proposal.
- No brokerage and stamp duty will be payable by Spicers Shareholders for the transfer of Spicers Shares under the Transaction
- The proposed Transaction provides an opportunity for Spicers Shareholders to access full liquidity in connection with the disposal, at a full price, of all of their Spicers Shares.
- With global pulp and paper operations, a similar culture and values, and as a business partner of Spicers for many years, KPP is a natural owner for Spicers.”
KPP is listed on the Tokyo Stock Exchange and has significant Japanese and overseas business operations focused on paper, packaging and other products.
Group sales are reported at JPY377.7 billion ($A4.8 billion), with 956 staff employed across 26 sites globally, including Melbourne-based subsidiary, Daiei Australia.
