Regulatory Announcements
25 July 2000
Ogden Aviation Services is one of the world's largest independent (non-airline owned) aviation support companies. Its principal business is the provision of ground handling services, in particular air cargo, passenger and ramp handling services, for which it has operations at 57 airports in 20 countries.
Menzies' aviation services business, Menzies Transport Services, which has today been renamed Menzies Aviation Group ("MAG"), is one of the UK's leading suppliers of ground handling services and is one of the country's largest independent handlers of air cargo, operating 15 cargo terminals for some 35 airline customers. This leading position is being used to expand its service offering to include other ground handling opportunities.
Ogden Ground Services' significant presence in North America, Latin America, Europe and Asia-Pacific provides MAG with a unique opportunity to undertake a step change in its operations through the acquisition of an existing and profitable international ground handling business.
The acquisition of Ogden Ground Services will ensure that MAG achieves the critical mass and geographic reach necessary to:
deliver a high-quality, cost-effective service to airlines on a global basis;
establish it as one of the world's leading independent providers of airport ground handling services; and
provide a significant platform for growth and further development.
Financial Effects of the Acquisition:
The unaudited underlying earnings before interest and tax of Ogden Ground Services for the year ended 31 December 1999 were US$7.5 million (£5 million) (net of tax on joint venture income) after depreciation and goodwill amortisation of US$9.5 million (£6 million) on turnover of US$171.8 million (£115 million). Unaudited shareholders' funds as at 31 December 1999 (excluding cash, debt and intangibles) were US$69.3 million (£46 million). These figures are prepared under US GAAP.
The consideration for the Acquisition will be met from cash resources and bank facilities.
The Board of Menzies expect that in the year ending 5 May 2001 the acquisition of Ogden Ground Services will enhance Menzies earnings per share before any non-recurring re-organisation costs.
David Mackay, Chief Executive of Menzies, said:
"Aviation is a major worldwide growth business whose dynamics are changing as consolidation amongst airlines and the development of global airline alliances gathers pace. Combined with the increasing de-regulation of the world's aviation and airport markets this presents tremendous scope for a focused, well-invested, independent player to exploit the significant market opportunities.
"Acquiring Ogden Ground Services will enable Menzies Aviation Group to establish itself as one of the world's leading ground handling players. The combined business will possess a strength in the established aviation markets of North America and Western Europe, and a unique position in the growth economies of Asia, Latin America and Eastern Europe which no other ground handling operator can match.
"In addition the acquisition will provide Menzies Aviation Group with a major opportunity to develop its full service offering internationally and to build on existing joint venture relationships. This will provide a strong platform for further growth and be a key advantage in the successful development of our aviation business.
"Overall this acquisition will assist in driving enhanced shareholder value and provide Menzies with significant potential for future growth."
Enquiries
John Menzies plc: 0131 225 8555
David Mackay, Chief Executive
Martyn Smith, Group Finance Director
Dresdner Kleinwort Benson: 020 7623 8000
Charles Batten, Director
Michael Covington, Manager
Bell Pottinger Financial: 020 7353 9203
Bob Gregory/Jonathon Brill
MENZIES TO ACQUIRE OGDEN GROUND SERVICES
FOR US$117.8 million (£79 million)
1. Introduction
John Menzies plc ("Menzies" or the "Group") today announces that the Group has entered into a conditional agreement to acquire the global ground handling operations of Ogden Aviation Services ("Ogden Ground Services" or "OGS"), part of the Ogden Corporation of the US. The consideration for the acquisition will be US$117.8 million (£79 million) on a debt and cash free basis, payable in cash on completion ("the Acquisition"). The consideration payable is subject, inter alia, to adjustment for working capital movements to completion.
Founded in 1946 Ogden Aviation Services has grown to become one of the world's leading independent (non-airline owned) aviation support companies. Its principal business is the provision of ground handling services, in particular those of air cargo, passenger and ramp handling, for which OGS has operations at 57 airports in 20 countries.
Menzies Aviation Group ("MAG"), the Group's existing aviation services business, is a leading supplier of aviation services in the UK. MAG was formed in 1995 to develop the Group's presence within the fast growing aviation services market. In particular the Group saw the opportunity to apply its core skills as a cost effective and independent distribution intermediary to develop MAG's presence in air cargo handling. Since then MAG has grown rapidly through acquisitions and organic growth to become one of the UK's largest independent ground handlers of air cargo. MAG is now using this base to expand its service offer into other ground handling activities, in particular passenger handling and ramp services.
The Board of Menzies believes that Ogden Ground Services can be successfully integrated with MAG to create a combined business (the "Combined Business") which is one of the world's leading independent suppliers of ground handling services to the aviation community. The Acquisition will enable MAG to achieve critical mass and geographic reach in an industry which is consolidating into fewer, but global, providers.
2. Reasons for and benefits of the Acquisition
Background Information
Over the past two years the Group has undertaken a far-reaching process of change designed to deliver the Board's strategy of developing Menzies into a focused logistics support group committed to enhancing shareholder value. This process has entailed a combination of business disposals, strategic acquisitions and operational restructuring, all of which are intended to enhance the Group's growth prospects. A key area identified for significant further development was Menzies Aviation Group.
Ground Handling Market
The aviation industry has enjoyed significant and consistent growth over the last 20 years with international air passenger numbers and cargo tonnages having expanded by average annual growth rates of some 6 and 7 per cent respectively during this period*. The ground handling market has developed in tandem as part of this expansion. This growth is expected to continue with IATA forecasts showing both international air cargo and international passenger traffic continuing to expand over the next three years at rates averaging some 5 per cent per annum*.
(* source: - IATA Freight and Passenger Forecasts 1999 - 2002)
Development of Menzies Aviation Group
Since first entering the ground handling market in 1995, Menzies Aviation Group has been successful in acquiring new business and is now a significant supplier of ground handling and associated services in the UK.
Air Cargo
Through its Menzies World Cargo business, MAG is a leading supplier of services to the UK air cargo industry, covering cargo ground handling, airside and landside trucking and air freight wholesale and consolidation operations.
MAG began its expansion into ground handling services through the development of air cargo handling operations, principally at Heathrow Airport. In 1997, it opened a new cargo terminal at Heathrow with a capacity to handle 40,000 tonnes of air cargo per annum. In July 1998 the business took a significant step forward when MAG formed its cargo handling partnership at Heathrow with Lufthansa's ground handling subsidiary, GlobeGround GmbH. This added a further 130,000 tonnes of cargo capacity. In June 1999, MAG acquired the air cargo handling business of the BOC Group plc, effectively doubling its cargo handling capacity at Heathrow and extending its operations to Birmingham and Manchester airports in the UK and to Sydney and Melbourne in Australia. MAG's cargo handling expansion continued in January 2000 when it purchased the Aer Lingus cargo terminal at Heathrow. This added a further 30,000 tonnes of capacity. As a result MAG currently operates 15 cargo terminals for some 35 airline customers and has a handling capacity of over 420,000 tonnes per annum. In addition, Menzies Aviation Group is the UK's leading air cargo wholesaler through its subsidiary AMI.
Passenger and Ramp
In parallel with its expansion in air cargo MAG, through Menzies Ground Services, has developed other ground handling services. In November 1998, MAG extended its partnership with GlobeGround GmbH into passenger handling and ramp services at Manchester airport, and added Stansted airport from May 1999. This relationship was further expanded in July 2000 to include operations at Heathrow.
Support Services
An important part of MAG's growth strategy has been to develop, through Menzies Aviation Support Services, a range of support services in addition to its core ground handling products. In March 1999 MAG acquired specialist executive aircraft handler, Execair, which provides fixed base operations at five UK airports and one in Belgium. In May 1999 MAG was awarded a five year contract to provide passenger and baggage transfer services within Heathrow, and Menzies Security Services was launched in July the same year. In May 2000, MAG acquired MC Services, a business dealing with passenger complaints and baggage claims on behalf of airlines, and a specialist maintenance service for airline vehicle fleets, Mecanix, was opened at Heathrow in July 2000.
Global Strategy
Aviation is a worldwide business and MAG's ability to continue its development without a significant and established overseas presence would be somewhat limited. Menzies believes that a global product, able to service airlines in a substantial number of markets is necessary to maintain competitive effectiveness. In addition the Combined Business will be strongly positioned to respond to the needs of airlines and global airline alliances, as well as capitalise on the opportunities arising from the deregulation of aviation and airport markets.
Ogden Ground Services strong presence in North America, Latin America, Europe and Asia-Pacific provides Menzies Aviation Group with a unique opportunity to undertake a step change in its operations through the acquisition of an existing and profitable international ground handling business. This will enable MAG to develop its full service offer internationally and provide a significant platform for further growth and a seat at the negotiating table in a period of global consolidation.
3. Description of Ogden Ground Services
Principal Activities
Ogden Ground Services is an international business providing ground handling services at 57 locations in 20 countries to over 200 regional, domestic and international airlines, directly employing around 5,500 staff, and with a further 2,000 staff within OGS joint ventures. OGS' principal activities are:
Air Cargo
OGS undertakes air cargo ground handling activities at 23 airports, including 16 at which it provides cargo terminal operations and/or warehousing facilities. The business handles over 600,000 tonnes of cargo per annum. Services include:
Cargo terminal operations;
Customs clearance and documentation;
Cargo and mail transport;
Interline cargo transfers;
Valuable, perishable and hazardous goods handling; and
Build-up and breakdown of pallets and unit load devices.
Passenger and Ramp Handling
OGS provides passenger and ramp handling facilities at 51 airports. Services include:
Airport terminal check-in and ticketing;
VIP passenger handling and lounges;
Baggage transfer and sorting;
Aircraft loading and unloading;
Aircraft cleaning;
De- and anti-icing; and
Push-back and towing.
Operating Structure
OGS currently has its corporate headquarters in New York and is organised on a regional basis with vice-presidents responsible for business development and operations in North and Latin America, Europe and Asia-Pacific. OGS has also entered a number of commercial joint-venture arrangements to provide ground handling services at specific locations. Its operations are summarised below.
North America
OGS' North American business is currently headquartered in Dallas and covers ground handling operations at 11 airports in the USA and 4 in Canada including the major international gateways and hubs of Los Angeles, San Francisco, Houston, Atlanta, Toronto and Vancouver.
Latin America
OGS' Latin America business is currently headquartered in Miami, Florida and includes operations at 21 airports in 7 countries in Central and South America and the Caribbean including Mexico, Brazil and Chile. In Peru, OGS has a joint-venture arrangement, Talma-Ogden, through which extensive ground handling operations are provided at two airports.
Europe
Amsterdam is the base for OGS' European operations covering 17 airports in 7 countries including the United Kingdom, Germany, The Netherlands and the Czech Republic. Exclusive ground handling operations are provided at Rome's Fiumicino airport through a joint-venture arrangement with Aeroporti di Roma.
Asia-Pacific
Ogden Ground Services business in Asia-Pacific is headquartered in Hong Kong and covers operations at 4 airports in the region including Hong Kong, Manila and Auckland. OGS is the managing partner for an international consortium which holds an exclusive licence to supply all ground and cargo handling services at Macau International Airport.
Financial Information
The unaudited underlying earnings before interest and tax of Ogden Ground Services for the year ended 31 December 1999 were US$7.5 million (£5 million) (net of tax on joint venture income) after depreciation and goodwill amortisation of US$9.5 million (£6 million) on turnover of US$171.8 million (£115 million). Unaudited shareholders' funds as at 31 December 1999 (excluding cash, debt and intangibles) were US$69.3 million (£46 million). These figures are prepared to US GAAP.
4. Financial Effects of the Acquisition
It is expected that in the year ending 5 May 2001 the Acquisition will enhance Menzies Earnings per Ordinary Share before any non-recurring reorganisation costs.
The consideration for the Acquisition will be met from cash resources and bank facilities.
5. Terms of the Acquisition
Menzies has conditionally agreed to acquire Ogden Ground Services for a consideration of US$117.8 million (£79 million) on a debt and cash free basis, payable in cash on completion. The consideration payable is subject to, inter alia, adjustment for working capital movements to completion.
The Acquisition is conditional, inter alia, on (i) approval by Menzies' shareholders (ii) the obtaining of certain third party consents (iii) the obtaining of regulatory approvals in various jurisdictions, and (iv) that there is no material adverse change to OGS before completion.
6. Extraordinary General Meeting
Due to the size of the transaction, under the requirements of the UK Listing Authority it is necessary for Menzies to obtain its shareholders approval for the Acquisition. A circular to shareholders providing full details of the Acquisition, together with a notice of general meeting, will be issued in due course. Undertakings to vote in favour of the ordinary resolution to approve the Acquisition have been obtained from the holders of more than 55% of the issued ordinary shares of Menzies.
7. General
Nothing in this release should be construed as a profit forecast or be interpreted to mean that the earnings per ordinary share of Menzies for the current year or future years will necessarily match or exceed the historical Earnings per Share of the Group.
- Ends -
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ACQUISITION OF OGDEN GROUND SERVICES FOR US$117.8
John Menzies plc ("Menzies") has entered into a conditional agreement to acquire the global airport ground handling operations of Ogden Aviation Services ("Ogden Ground Services" or "OGS"), part of Ogden Corporation of the US, for US$117.8 million (£79 million).Ogden Aviation Services is one of the world's largest independent (non-airline owned) aviation support companies. Its principal business is the provision of ground handling services, in particular air cargo, passenger and ramp handling services, for which it has operations at 57 airports in 20 countries.
Menzies' aviation services business, Menzies Transport Services, which has today been renamed Menzies Aviation Group ("MAG"), is one of the UK's leading suppliers of ground handling services and is one of the country's largest independent handlers of air cargo, operating 15 cargo terminals for some 35 airline customers. This leading position is being used to expand its service offering to include other ground handling opportunities.
Ogden Ground Services' significant presence in North America, Latin America, Europe and Asia-Pacific provides MAG with a unique opportunity to undertake a step change in its operations through the acquisition of an existing and profitable international ground handling business.
The acquisition of Ogden Ground Services will ensure that MAG achieves the critical mass and geographic reach necessary to:
deliver a high-quality, cost-effective service to airlines on a global basis;
establish it as one of the world's leading independent providers of airport ground handling services; and
provide a significant platform for growth and further development.
Financial Effects of the Acquisition:
The unaudited underlying earnings before interest and tax of Ogden Ground Services for the year ended 31 December 1999 were US$7.5 million (£5 million) (net of tax on joint venture income) after depreciation and goodwill amortisation of US$9.5 million (£6 million) on turnover of US$171.8 million (£115 million). Unaudited shareholders' funds as at 31 December 1999 (excluding cash, debt and intangibles) were US$69.3 million (£46 million). These figures are prepared under US GAAP.
The consideration for the Acquisition will be met from cash resources and bank facilities.
The Board of Menzies expect that in the year ending 5 May 2001 the acquisition of Ogden Ground Services will enhance Menzies earnings per share before any non-recurring re-organisation costs.
David Mackay, Chief Executive of Menzies, said:
"Aviation is a major worldwide growth business whose dynamics are changing as consolidation amongst airlines and the development of global airline alliances gathers pace. Combined with the increasing de-regulation of the world's aviation and airport markets this presents tremendous scope for a focused, well-invested, independent player to exploit the significant market opportunities.
"Acquiring Ogden Ground Services will enable Menzies Aviation Group to establish itself as one of the world's leading ground handling players. The combined business will possess a strength in the established aviation markets of North America and Western Europe, and a unique position in the growth economies of Asia, Latin America and Eastern Europe which no other ground handling operator can match.
"In addition the acquisition will provide Menzies Aviation Group with a major opportunity to develop its full service offering internationally and to build on existing joint venture relationships. This will provide a strong platform for further growth and be a key advantage in the successful development of our aviation business.
"Overall this acquisition will assist in driving enhanced shareholder value and provide Menzies with significant potential for future growth."
Enquiries
John Menzies plc: 0131 225 8555
David Mackay, Chief Executive
Martyn Smith, Group Finance Director
Dresdner Kleinwort Benson: 020 7623 8000
Charles Batten, Director
Michael Covington, Manager
Bell Pottinger Financial: 020 7353 9203
Bob Gregory/Jonathon Brill
MENZIES TO ACQUIRE OGDEN GROUND SERVICES
FOR US$117.8 million (£79 million)
1. Introduction
John Menzies plc ("Menzies" or the "Group") today announces that the Group has entered into a conditional agreement to acquire the global ground handling operations of Ogden Aviation Services ("Ogden Ground Services" or "OGS"), part of the Ogden Corporation of the US. The consideration for the acquisition will be US$117.8 million (£79 million) on a debt and cash free basis, payable in cash on completion ("the Acquisition"). The consideration payable is subject, inter alia, to adjustment for working capital movements to completion.
Founded in 1946 Ogden Aviation Services has grown to become one of the world's leading independent (non-airline owned) aviation support companies. Its principal business is the provision of ground handling services, in particular those of air cargo, passenger and ramp handling, for which OGS has operations at 57 airports in 20 countries.
Menzies Aviation Group ("MAG"), the Group's existing aviation services business, is a leading supplier of aviation services in the UK. MAG was formed in 1995 to develop the Group's presence within the fast growing aviation services market. In particular the Group saw the opportunity to apply its core skills as a cost effective and independent distribution intermediary to develop MAG's presence in air cargo handling. Since then MAG has grown rapidly through acquisitions and organic growth to become one of the UK's largest independent ground handlers of air cargo. MAG is now using this base to expand its service offer into other ground handling activities, in particular passenger handling and ramp services.
The Board of Menzies believes that Ogden Ground Services can be successfully integrated with MAG to create a combined business (the "Combined Business") which is one of the world's leading independent suppliers of ground handling services to the aviation community. The Acquisition will enable MAG to achieve critical mass and geographic reach in an industry which is consolidating into fewer, but global, providers.
2. Reasons for and benefits of the Acquisition
Background Information
Over the past two years the Group has undertaken a far-reaching process of change designed to deliver the Board's strategy of developing Menzies into a focused logistics support group committed to enhancing shareholder value. This process has entailed a combination of business disposals, strategic acquisitions and operational restructuring, all of which are intended to enhance the Group's growth prospects. A key area identified for significant further development was Menzies Aviation Group.
Ground Handling Market
The aviation industry has enjoyed significant and consistent growth over the last 20 years with international air passenger numbers and cargo tonnages having expanded by average annual growth rates of some 6 and 7 per cent respectively during this period*. The ground handling market has developed in tandem as part of this expansion. This growth is expected to continue with IATA forecasts showing both international air cargo and international passenger traffic continuing to expand over the next three years at rates averaging some 5 per cent per annum*.
(* source: - IATA Freight and Passenger Forecasts 1999 - 2002)
Development of Menzies Aviation Group
Since first entering the ground handling market in 1995, Menzies Aviation Group has been successful in acquiring new business and is now a significant supplier of ground handling and associated services in the UK.
Air Cargo
Through its Menzies World Cargo business, MAG is a leading supplier of services to the UK air cargo industry, covering cargo ground handling, airside and landside trucking and air freight wholesale and consolidation operations.
MAG began its expansion into ground handling services through the development of air cargo handling operations, principally at Heathrow Airport. In 1997, it opened a new cargo terminal at Heathrow with a capacity to handle 40,000 tonnes of air cargo per annum. In July 1998 the business took a significant step forward when MAG formed its cargo handling partnership at Heathrow with Lufthansa's ground handling subsidiary, GlobeGround GmbH. This added a further 130,000 tonnes of cargo capacity. In June 1999, MAG acquired the air cargo handling business of the BOC Group plc, effectively doubling its cargo handling capacity at Heathrow and extending its operations to Birmingham and Manchester airports in the UK and to Sydney and Melbourne in Australia. MAG's cargo handling expansion continued in January 2000 when it purchased the Aer Lingus cargo terminal at Heathrow. This added a further 30,000 tonnes of capacity. As a result MAG currently operates 15 cargo terminals for some 35 airline customers and has a handling capacity of over 420,000 tonnes per annum. In addition, Menzies Aviation Group is the UK's leading air cargo wholesaler through its subsidiary AMI.
Passenger and Ramp
In parallel with its expansion in air cargo MAG, through Menzies Ground Services, has developed other ground handling services. In November 1998, MAG extended its partnership with GlobeGround GmbH into passenger handling and ramp services at Manchester airport, and added Stansted airport from May 1999. This relationship was further expanded in July 2000 to include operations at Heathrow.
Support Services
An important part of MAG's growth strategy has been to develop, through Menzies Aviation Support Services, a range of support services in addition to its core ground handling products. In March 1999 MAG acquired specialist executive aircraft handler, Execair, which provides fixed base operations at five UK airports and one in Belgium. In May 1999 MAG was awarded a five year contract to provide passenger and baggage transfer services within Heathrow, and Menzies Security Services was launched in July the same year. In May 2000, MAG acquired MC Services, a business dealing with passenger complaints and baggage claims on behalf of airlines, and a specialist maintenance service for airline vehicle fleets, Mecanix, was opened at Heathrow in July 2000.
Global Strategy
Aviation is a worldwide business and MAG's ability to continue its development without a significant and established overseas presence would be somewhat limited. Menzies believes that a global product, able to service airlines in a substantial number of markets is necessary to maintain competitive effectiveness. In addition the Combined Business will be strongly positioned to respond to the needs of airlines and global airline alliances, as well as capitalise on the opportunities arising from the deregulation of aviation and airport markets.
Ogden Ground Services strong presence in North America, Latin America, Europe and Asia-Pacific provides Menzies Aviation Group with a unique opportunity to undertake a step change in its operations through the acquisition of an existing and profitable international ground handling business. This will enable MAG to develop its full service offer internationally and provide a significant platform for further growth and a seat at the negotiating table in a period of global consolidation.
3. Description of Ogden Ground Services
Principal Activities
Ogden Ground Services is an international business providing ground handling services at 57 locations in 20 countries to over 200 regional, domestic and international airlines, directly employing around 5,500 staff, and with a further 2,000 staff within OGS joint ventures. OGS' principal activities are:
Air Cargo
OGS undertakes air cargo ground handling activities at 23 airports, including 16 at which it provides cargo terminal operations and/or warehousing facilities. The business handles over 600,000 tonnes of cargo per annum. Services include:
Cargo terminal operations;
Customs clearance and documentation;
Cargo and mail transport;
Interline cargo transfers;
Valuable, perishable and hazardous goods handling; and
Build-up and breakdown of pallets and unit load devices.
Passenger and Ramp Handling
OGS provides passenger and ramp handling facilities at 51 airports. Services include:
Airport terminal check-in and ticketing;
VIP passenger handling and lounges;
Baggage transfer and sorting;
Aircraft loading and unloading;
Aircraft cleaning;
De- and anti-icing; and
Push-back and towing.
Operating Structure
OGS currently has its corporate headquarters in New York and is organised on a regional basis with vice-presidents responsible for business development and operations in North and Latin America, Europe and Asia-Pacific. OGS has also entered a number of commercial joint-venture arrangements to provide ground handling services at specific locations. Its operations are summarised below.
North America
OGS' North American business is currently headquartered in Dallas and covers ground handling operations at 11 airports in the USA and 4 in Canada including the major international gateways and hubs of Los Angeles, San Francisco, Houston, Atlanta, Toronto and Vancouver.
Latin America
OGS' Latin America business is currently headquartered in Miami, Florida and includes operations at 21 airports in 7 countries in Central and South America and the Caribbean including Mexico, Brazil and Chile. In Peru, OGS has a joint-venture arrangement, Talma-Ogden, through which extensive ground handling operations are provided at two airports.
Europe
Amsterdam is the base for OGS' European operations covering 17 airports in 7 countries including the United Kingdom, Germany, The Netherlands and the Czech Republic. Exclusive ground handling operations are provided at Rome's Fiumicino airport through a joint-venture arrangement with Aeroporti di Roma.
Asia-Pacific
Ogden Ground Services business in Asia-Pacific is headquartered in Hong Kong and covers operations at 4 airports in the region including Hong Kong, Manila and Auckland. OGS is the managing partner for an international consortium which holds an exclusive licence to supply all ground and cargo handling services at Macau International Airport.
Financial Information
The unaudited underlying earnings before interest and tax of Ogden Ground Services for the year ended 31 December 1999 were US$7.5 million (£5 million) (net of tax on joint venture income) after depreciation and goodwill amortisation of US$9.5 million (£6 million) on turnover of US$171.8 million (£115 million). Unaudited shareholders' funds as at 31 December 1999 (excluding cash, debt and intangibles) were US$69.3 million (£46 million). These figures are prepared to US GAAP.
4. Financial Effects of the Acquisition
It is expected that in the year ending 5 May 2001 the Acquisition will enhance Menzies Earnings per Ordinary Share before any non-recurring reorganisation costs.
The consideration for the Acquisition will be met from cash resources and bank facilities.
5. Terms of the Acquisition
Menzies has conditionally agreed to acquire Ogden Ground Services for a consideration of US$117.8 million (£79 million) on a debt and cash free basis, payable in cash on completion. The consideration payable is subject to, inter alia, adjustment for working capital movements to completion.
The Acquisition is conditional, inter alia, on (i) approval by Menzies' shareholders (ii) the obtaining of certain third party consents (iii) the obtaining of regulatory approvals in various jurisdictions, and (iv) that there is no material adverse change to OGS before completion.
6. Extraordinary General Meeting
Due to the size of the transaction, under the requirements of the UK Listing Authority it is necessary for Menzies to obtain its shareholders approval for the Acquisition. A circular to shareholders providing full details of the Acquisition, together with a notice of general meeting, will be issued in due course. Undertakings to vote in favour of the ordinary resolution to approve the Acquisition have been obtained from the holders of more than 55% of the issued ordinary shares of Menzies.
7. General
Nothing in this release should be construed as a profit forecast or be interpreted to mean that the earnings per ordinary share of Menzies for the current year or future years will necessarily match or exceed the historical Earnings per Share of the Group.
- Ends -
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