Directors’ letter to Shareholders 20 Dec 2007
PROPOSED TAKE OVER OFFER BY CRESCENT CAPITAL PARTNERS LIMITED
It is likely that by now that you have received the Crescent Capital Partners full cash offer for all the shares in Abano at $5.20 per share.
As this offer will stay open until at least 29 February 2008, there is no benefit to you in accepting the offer early.
The offer cannot be closed early or withdrawn (except in the unlikely event the Takeovers Panel so agrees). Contrary to Crescent’s reassurance, accepting the offer early may limit your options should any alternative proposal emerge or if the share price increases above the offer price.
Prior to giving notice of its offer, Crescent asked if the Board would support this offer. The directors carefully considered Crescent’s proposal, but advised Crescent that at the share price and terms offered, the directors would not be prepared to recommend the offer.
While we acknowledged that it may potentially be at a level which shareholders may find attractive, this was subject to several conditions, including the content of the Independent Adviser’s Report, relevant circumstances at the time of the actual offer, and the company’s trading position. Given that it was a full cash, and not a partial offer, the directors agreed that the offer could be presented to shareholders to consider.
Crescent has sent its offer to you without any board endorsement and without any expectation on Crescent’s part that the offer would be recommended by the board.
Ultimately it will be up to shareholders to decide on the merits of the offer, given their individual circumstances, with the benefit of all information necessary to make an informed decision.
Abano’s directors are currently reviewing the Crescent offer and we are preparing a Target Company Statement which we will send to you on 3 January 2008. This statement will be accompanied by an Independent Adviser’s Report, which will discuss the merits of the offer.
The new Target Company Statement and Independent Report will be based upon financial information now available, including the record half year result announced recently of $3.8 million Net Profit After Tax for the six months to 30 November 2007 and further revised projections.
Abano is continuing to perform above expectation and we are expecting a higher second half performance, compared with the excellent first half result. The results for the full year are now expected to be above our previous market guidance and this information will be used in the Target Company Statement.
We appreciate shareholders have received a great deal of information in recent months. However, we urge you to read all new information carefully and to expect a new Target Company Statement with respect to the Crescent offer in early January.
For now, all shareholders are advised to do nothing with respect to their shares or otherwise enter into any commitment to accept Crescent’s offer until they receive the Independent Advisers’ Report and our recommendation.
We thank you for your interest in Abano and wish you and your families a safe and festive season.