new takeover bid by Nuplex

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    NPX06/05/2002ASSET REL: 1032 HRS Nuplex Industries Limited ASSET: NPX: BID FOR ASIA PACIFIC SPECIALTY CHEMICALS LIMITED Nuplex Industries today announced an intention by its wholly owned subsidiaryNuplex Operations (Aust) Pty Ltd to make a takeover bid for Australian listedspecialty chemicals group Asia Pacific Specialty Chemicals Limited (APS). Under its bid for APS, Nuplex Operations (Aust) Pty Ltd intends to offerA$0.70 cash for each APS share on issue. This values APS at A$47m(approximately NZ$57m). The offer will extend to include any new APS sharesthat are issued during the offer period due to the exercise of existingoptions. For Nuplex, the acquisition is consistent with its strategy to expand theCompany and maintain its position as Australasia's largest manufacturer ofresins for coatings, adhesives, composites and paper, and distributor ofother functional chemicals. The acquisition of APS will provide Nuplex with the opportunity to: - exploit new technologies and business segments;- benefit from economies of scale in the performance chemicals sector; and- maintain an internationally competitive cost position. Nuplex Managing Director, John Hirst, said the Nuplex offer provides anopportunity for APS shareholders to realise full value for their APS shares.At A$0.70 per share, the Nuplex offer is 7.7% higher than the current offerby Symex Holdings Limited. In the financial year ending 31/12/2001, APS had revenues of A$182m butrecorded an after tax loss of A$4.6m due to restructuring costs and a highlycompetitive environment. Mr Hirst said he believed that much of the restructuring necessary to returnAPS to profitability has already been undertaken or has been initiated by thecurrent Board of APS and a merger between the two companies will deliversignificant benefits for Nuplex shareholders and customers of the mergedbusiness. "It will make a sound strategic fit with Nuplex and our merged operationswill ultimately deliver higher earnings per share for Nuplex shareholders,"Mr Hirst said. The offer for APS will be subject to a number of conditions that will befully set out in the terms of the offer. In summary, these conditions willbe: - achieving a relevant interest in at least 90% of all APS shares on issue;- Australian Foreign Investment Review Board approval;- there being no material adverse change to the APS business;- there being no prescribed occurrences; and- there being no action by any public authority which materially adverselyimpacts the offer, or its completion. Nuplex, which is being advised by Westpac Institutional Bank, intends tolodge the full terms of its offer and Bidder's Statement with ASIC this week. The acquisition will be funded from the proceeds of an underwritten issue ofcapital notes to New Zealand investors by Nuplex Industries Limited, and fromundrawn credit lines and cash resources. Nuplex Chairman Fred Holland said that details of the capital notes issuewill be advised to the market in due course.
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