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Campari formally launches offer for Lascelles - 90% of shares already locked up

Published:Sunday | November 11, 2012
Appleton rum, the flagship brand owned by Lascelles deMercado. - File

Gruppo Campari says it has already locked up agreements to acquire 90.7 per cent of the Lascelles ordinary shares and 97 per cent of the conglomerate's preference shares.

It puts the Italian company above the threshold needed to delist Lascelles deMercado and Company (LdeM) from the Jamaica Stock Exchange.

Campari confirmed in a release on Friday that it will move ahead with plans to take Lascelles private once its offer for all shares closes.

The takeover offer, at US$4.32 (J$394) per ordinary share and US$0.57 per preference unit, is being made through Campari Espana SL, a wholly owned subsidiary of Davide Campari-Milano SpA. It opened November 9 and closes November 30.

Compulsory acquisition

The Lascelles stock, which has traded on the JSE at J$410 since November 2, plummeted 4.88 per cent Friday to J$390.01 on trades of just 108 units.

Campari will opt for compulsory acquisition to reach the 100 per cent target if there are holdouts to the offer, the company said from Milan on Friday.

"With the launch of the tender offer we have made an important step towards the successful closing of the acquisition of Lascelles deMercado, which is expected to occur at the beginning of December 2012," said Chief Executive Officer Bob Kunze-Concewitz in Campari's statement announcing the opening of the takeover offer.

"We are excited about the opportunity to acquire the iconic brands of the Lascelles deMercado group and a strong distribution organisation for spirits and general merchandise, which we both see as strategic assets that we intend to develop further."

The US$414.75 million (€330m)  deal is confined to Lascelles'
spirits and merchandising businesses. The jewel in the acquisition is
the 187-year-old J. Wray & Nephew and its iconic Appleton
brand.

The rest of the group is being transferred to a
new vehicle in which current Lascelles shareholders will be given
shares on a one-to-one ratio in line with their current shareholdings in
LdeM.

Lascelles will discuss the offer and the
transfer of the non-spirits businesses with its shareholders at an
extraordinary general meeting set for Tuesday, November
13.

In early September, Campari announced that CL
Financial Group had agreed to sell its 81.4 per cent ordinary
shareholdings and 97 per cent preference holdings to the Italian
company.

It has since acquired another 9.3 per cent
ordinary shares but did not disclose the selling parties on
Friday.

"Upon acquiring 90 per cent of each class of
outstanding Lascelles shares, Campari will exercise its right pursuant
to a statutory process under Jamaica law to acquire all the remaining
shares, including from those shareholders who have not accepted the
offer," Campari said.

"The purchaser intends to delist
Lascelles shares from the Jamaican Stock Exchange, either shortly after
closing the offer or at completion of the above compulsory acquisition
process."

Campari is financing the acquisition from a
US$400m bond issued issued in
October.

business@gleanerjm.com