Daisytek Announces Proposed Offer to Buy ISA International plc24 Jul, 2002
Daisytek Announces Proposed Offer to Buy ISA International plc
Daisytek International Corporation has announced its intention to make a cash offer for all of the ordinary share capital of ISA International plc (London AIM: ISA.L), one of the largest, publicly listed, pan-European distributors of computer supplies. The cash offer will be 7.5 pence (approximately $0.11) in cash for each ISA ordinary share, which values the existing issued ordinary share capital of ISA at approximately (pound)4.4 million (approximately $6.4 million) and is subject to a precondition relating to finalization of audited ISA accounts. ISA shareholders will also be offered a share alternative in unregistered Daisytek common stock.
The ISA acquisition will provide Daisytek with an enhanced platform to expand into Europe. The combination will bring together Daisytek's logistical expertise, financial resources and global infrastructure with ISA's pan-European reach, customer relationships and local knowledge.
Directors of ISA have said they intend to unanimously recommend the offer. Daisytek has already received irrevocable commitments to accept the offer in respect of 56.5% of ISA ordinary shares. In addition, Daisytek's existing investment in preference shares allows it to convert into an equivalent number of new ISA shares, as is currently outstanding, plus one.
ISA, with annual revenues of (pound)361 million (approximately $510 million) for calendar year 2001 is based in Bradford, England, with offices and distribution centers in the United Kingdom, Ireland, Germany, France, Italy, Norway and Sweden. In addition, ISA indirectly owns 47% of Kingfield Heath Limited, a privately owned U.K.-based wholesaler of office products, which itself generates an additional (pound)200 million (approximately $290 million) in revenues.
Under the offer, ISA shareholders will also be offered a share alternative of 0.914 shares of Daisytek restricted common stock for every 100 ISA ordinary shares held. The offer is being made in compliance with the U.K. City Code on Takeover and Mergers. The offer is being made in the United States pursuant to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the Exchange Act and pursuant to an exemption from the registration requirements of the Securities Act of 1933 provided by Rule 802 there under.
This announcement does not contain the full text of the announcement by Daisytek of its intention to make an offer for ISA International plc, which was released in the UK earlier today. Copies of this UK announcement are available from Daisytek's investor relations department.