Monday 4th July 2011
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Shareholdings associated with Charlie's founders Marc Ellis and Stefan Lepionka are worth about $18 million each under the takeover bid for the beverage company launched by Japanese giant Asahi.
Asahi Group Holdings is offering 44c for each Charlie's share, valuing the company at $129 million. The bid price is higher than the shares have traded for since being listed in 2005. On Friday they closed at 28c.
Major Charlie's shareholders, representing 52.17 percent of shares, have agreed to accept the offer.
Those shareholders include founders Lepionka, Ellis and Simon Neal, along with Collins Asset Management and Charlie’s director Tim Cook.
The Charlie's board recommended shareholders accept the offer in the absence of a superior proposal and subject to the offer price being within or higher than an independent adviser’s valuation range.
Asahi said its bid was an attractive offer that would not incur any brokerage charges.
Charlie's was an illiquid stock, with an average of 7.3 trades a day in the past year and an average total daily trade value of less than $50,000.
Charlie's said the offer was subject to a number of conditions, including Asahi obtaining acceptances for 90 percent of the shares in Charlie’s and consent from the Overseas Investment Office.
Documents filed with the NZX show interests associated with Lepionka hold 14.1 percent of shares, worth $18.2m under the takeover bid. Ellis' interests have 14 percent worth $18.1m, while the largest shareholder is Collins with 19.4 percent worth $25.1m.
Charlie's shares made their debut on the NZX in July 2005 through a reverse takeover by listed shell company Spectrum Resources.
Spectrum bought Charlie's for $11.66m by issuing 145.75 million shares at 8c each to Charlie's shareholders. At the same time, there was a private placement of 30 million new 10c shares.
Today Lepionka, Charlie’s chief executive, said the Asahi offer represented a great outcome for the business and its brands at this stage of the group’s cycle.
If Asahi acquired all the Charlie’s shares, it intended to continue to operate the company as a stand-alone business, while supporting the existing management team in its current plans for growth, as well as providing access to the Asahi Group’s distribution network, innovation and other technical capabilities, Charlie's said.
Asahi had indicated it intended to continue to invest in Charlie’s to grow its brands, while retaining its premium positioning and strong culture of innovation.
David Beguely, managing director of Schweppes Australia, a wholly-owned subsidiary of Asahi Group Holdings, said Charlie’s complemented the Schweppes Australia business well.
"It particularly enhances our position in the premium beverage segments as well as providing a foothold in the New Zealand market," Beguely said.
Charlie's repeated previous guidance for the financial year just finished of gross sales between $48m and $50m, earnings before interest, tax, depreciation and amortisation (ebitda) of $4.5m to $5m, and net profit between $2.2m and $2.5m.
Its board had approved a budget for the year to June 2012 with gross sales of $91m, ebitda of $11.3m, and net profit of $7.1m, Charlie's said.
The improvements reflected sales growth in Australia, with the company's products in Coles and Woolworths stores, and improved margin performance.
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