EQT and Goldman Sachs Capital Partners make a DKK 470 per share voluntary cash tender offer for ISS A/S

Transcription

1 Not for release, publication or distribution in whole or in part in or into Canada To the Copenhagen Stock Exchange and the press Copenhagen, 29 March 2005 EQT and Goldman Sachs Capital Partners make a DKK 470 per share voluntary cash tender offer for ISS A/S EQT III and EQT IV ( EQT ) and GS Capital Partners 2000, L.P. and certain affiliated funds ("Goldman Sachs Capital Partners") (together the Consortium ), through PurusCo A/S ("PurusCo "), a newly formed Danish company, are today making a voluntary conditional public tender offer (the Tender Offer ) for the total outstanding share capital of ISS A/S ( ISS or the Company ). The Consortium intends to delist ISS from the Copenhagen Stock Exchange and further develop ISS as a private company. Summary The Tender Offer consideration is DKK 470 in cash per ISS share (the Offer Price ), subject to adjustment for dividends or other distributions made by ISS prior to settlement of the Tender Offer The Offer Price represents a premium of approximately: 49% relative to the average ISS share price over the last 12 months up to and including 23 March % relative to the share price at which ISS completed a share issue on 9 December % relative to the average ISS share price on 23 March 2005 The aggregate consideration for the outstanding share capital of ISS pursuant to the Tender Offer is approximately DKK 22.1 billion The Consortium supports the Company s strategy of becoming a leading provider of integrated service solutions through both organic growth and acquisitions The Tender Offer is subject to certain conditions, including receipt of tenders representing more than 90% of ISS' fully diluted share capital The Tender Offer is not subject to any condition relating to financing or due diligence ISS largest shareholder, Franklin Templeton, has irrevocably undertaken to accept the Tender Offer in respect of their entire shareholding of 9.1% of ISS issued share capital Unless extended by PurusCo, the Tender Offer will expire on Tuesday 3 May 2005 at 8:00 pm (CET)

2 Reasons for the Tender Offer The Consortium proposes to acquire the entire outstanding share capital in ISS through PurusCo. It also intends to delist the Company from the Copenhagen Stock Exchange and further develop and accelerate the Company s current strategy in collaboration with its existing management. The Consortium endorses the Company s strategy of becoming a leading provider of integrated service solutions based on four areas of related services: cleaning, catering, office support and property services, through both organic growth and acquisitions. The Consortium believes that the Company would be best positioned to achieve this goal as an unlisted private company, with EQT and Goldman Sachs Capital Partners as active owners. ISS fits well into EQT s strategy of investing in companies with growth potential. It is EQT s ambition to support the management in further developing the Company and its market positions within facility services to fully capture its potential, says Ole Andersen, partner of EQT Partners. We believe EQT can help accelerate the execution of the Company s strategy by investing further in organic growth and add-on acquisitions. Sanjay Patel of Goldman Sachs Capital Partners said: "We believe we bring substantial areas of expertise to help ISS management achieve its future development through organic growth and acquisitions. We further believe our offer is very attractive to ISS shareholders, management, employees and customers. The Consortium sees a range of development opportunities for ISS based on its current strategy, including further strengthening and broadening of its service offering in existing business areas (e.g. in the areas of pest control, landscaping and office support), as well as expanding the geographical platform to new markets and continuing the Company's move towards integrated service solutions. The Consortium has the highest regard for the ISS management's achievements to date and considers management to be a very important asset for the Company going forward. The Consortium further believes that the overall organisation and business structure of ISS is appropriate and it currently does not expect that the acquisition of ISS pursuant to the Tender Offer would result in changes in employment terms for the Company's employees. The transaction PurusCo is today making a voluntary conditional public tender offer to the shareholders of ISS. In the Tender Offer the shareholders of ISS are offered a cash consideration of DKK 470 per share, which represents an aggregate consideration for the current number of outstanding ISS shares of approximately DKK 22.1 billion. If ISS pays dividends or makes other distributions to its shareholders prior to settlement of the Tender Offer, including the anticipated payment by ISS of an ordinary dividend for the financial year 2004, the Offer Price to be paid pursuant to the Tender Offer will be reduced by the per share amount of such dividend or distribution (DKK for DKK). Following a successful completion of the Tender Offer, PurusCo would be approximately 55% directly or indirectly owned by EQT and approximately 45% by Goldman Sachs Capital Partners. The Consortium has not had access to any non-publicly available information relating to ISS. EQT and Goldman Sachs Capital Partners consider the Tender Offer to be highly attractive for the shareholders of ISS. The Offer Price represents a premium of 49% to the average share price over the 12 months, 40% to the average share price over the 3 months and 32% to the average share price over the 30 days up to and including 23 March The Offer Price represents a premium of 31% over the average share price on Wednesday 23 March The Offer Price represents a premium of 55% to the subscription price at which ISS completed its most recent share issue on 9 December 2004.

3 The Tender Offer is not subject to any conditions concerning the availability of financing or due diligence. The Tender Offer is subject to, among other things: (i) the Consortium receiving tenders representing more than 90% of the fully diluted outstanding share capital in ISS, (ii) customary conditions in respect of regulatory approvals, (iii) the absence of any material adverse change concerning ISS and (iv) the Board of Directors of ISS recommending that the ISS shareholders accept the Tender Offer. The Consortium will seek to secure, and is confident of obtaining, all necessary regulatory approvals prior to the expiry of the offer period for the Tender Offer. PurusCo has structured its financing arrangements in order not to breach the terms and conditions of ISS Euro Medium Term Notes. ISS largest shareholder, Franklin Templeton, has irrevocably undertaken to accept the Tender Offer in respect of their entire shareholding of 9.1% of ISS issued share capital, unless there is a higher competing offer of more than DKK 500 per share, in which case PurusCo shall have the right to match such competing offer. The Tender Offer is valid as from Tuesday 29 March 2005 and expires on Tuesday 3 May 2005 at 8:00 pm (CET) or at the expiry of any extension of the offer period. The offer document, including the acceptance form, will be distributed to ISS registered shareholders by ISS, except shareholders resident in jurisdictions in which the Tender Offer or the acceptance hereof would be contrary to applicable law, including Canada. The offer document is available on Enskilda Securities, Citigroup and Goldman Sachs act as financial advisors to the Consortium. The transaction will be financed by Citigroup and Goldman Sachs. Press conference A press conference will be held today at 11:30 am (CET) at the Radisson SAS Scandinavia Hotel, Amager Boulevard 70, Copenhagen. At the press conference, Ole Andersen of EQT Partners and Sanjay Patel of Goldman Sachs Capital Partners will be present. For more information please contact EQT Partners Ole Andersen, Partner, Christian Sinding, Partner, Johan Hähnel, Director Communications & PR, Goldman Sachs Richard Sharp, Managing Director, Sanjay Patel, Managing Director, Simon Eaton, Media Relations,

4 About EQT EQT is one of Europe s leading private equity firms. EQT s strategy is, as an active owner and in close co-operation with the management of the companies it acquires, to develop and implement value-enhancing growth strategies. EQT currently manages just below EUR 6 billion (DKK 45 billion) in equity in 7 funds (including EQT III and EQT IV). In total, EQT funds have invested approximately EUR 3 billion (DKK 22 billion) in 35 companies. EQT Partners, acting as exclusive investment advisor to all EQT funds, is headquartered in Stockholm and maintains offices in Copenhagen, Munich, Frankfurt and Helsinki. About Goldman Sachs Capital Partners Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of services worldwide to a substantial and diversified client base that includes corporations, financial institutions, governments and high net worth individuals. Founded in 1869, it is one of the oldest and largest investment banking firms. The firm is headquartered in New York and maintain offices in London, Frankfurt, Tokyo, Hong Kong and other major financial centres around the world. To date, Goldman Sachs has formed ten investment vehicles aggregating over USD 17 billion (DKK 97 billion) of capital. Goldman Sachs, directly and indirectly through its private equity funds, has invested approximately USD 11 billion (DKK 63 billion) in over 250 companies since 1986 and manages a diverse global portfolio.

5 This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Tender Offer or otherwise. The Tender Offer will be made solely by the offer document and the form of acceptance accompanying the offer document, which will contain the full terms and conditions of the Tender Offer, including details of how the Tender Offer may be accepted. The availability of the Tender Offer to ISS shareholders who are not resident in and citizens of Denmark may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the offer document. The Tender Offer will not be made, directly or indirectly, in or into Canada and will not be capable of acceptance from within Canada. Accordingly, copies of this announcement and all other documents relating to the Tender Offer are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from Canada. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions and must not mail or otherwise forward, distribute or send such documents in, into or from Canada. Doing so may invalidate any related purported acceptance of the Tender Offer. To the extent permissible under applicable securities laws and in accordance with normal Danish market practice, PurusCo, or its affiliates, or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, ISS shares outside the United States, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by applicable securities laws. This announcement includes "forward-looking statements" relating to the Tender Offer and the Consortium that are subject to risks and uncertainties, including those pertaining to the anticipated benefits to be realised from the proposed acquisition of ISS. Forward-looking statements involve known and unknown risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of PurusCo, including the effect of changes in general economic conditions, the level of interest rates, fluctuation in demand for ISS' services, competition, technological changes, employee relations, regulation and the potential need for increased capital expenditure.