Menzies(John) PLC Termination of discussions with DX (Group) plc (8499N)
August 14 2017 - 2:00AM
UK Regulatory
TIDMMNZS TIDMDX.
RNS Number : 8499N
Menzies(John) PLC
14 August 2017
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
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ANNOUNCEMENT
The information contained in this announcement is inside
information for the purposes of article 7 of Regulation
596/2014.
14 August 2017
John Menzies plc
Termination of discussions with DX (Group) plc
On 31 March 2017 the boards of John Menzies plc ("John Menzies")
and DX (Group) plc ("DX") announced that they were in negotiations
regarding the possible combination of DX and John Menzies'
Distribution division ("Menzies Distribution") (the "Combination").
On 5 June 2017, the boards of John Menzies and DX announced a
revised proposal for the Combination which envisaged that DX would
acquire Menzies Distribution from John Menzies, on a cash and debt
free basis, in exchange for consideration comprising GBP40 million
in cash and new DX ordinary shares representing 65% of DX's issued
share capital as enlarged by the Combination, with the cash
consideration being satisfied by new borrowings raised by the
enlarged DX.
Following the trading update issued by DX on 14 July 2017 John
Menzies undertook further financial due diligence on DX, as a
result of which it became apparent to the John Menzies Board that
the Combination would be required to be effected on revised terms
from those that were jointly announced on 5 June 2017.
Notwithstanding the strong strategic and commercial benefits
which would arise from a combination of Menzies Distribution and
DX, and despite further discussions with DX following the DX
announcement of 14 July 2017, the John Menzies Board does not
believe it is currently possible to agree a revised set of terms
with DX for the Combination which would be in the interests of John
Menzies shareholders. John Menzies has therefore terminated
discussions with DX.
The John Menzies Board continues to believe there is strategic
merit in and potential shareholder value to be created by
separating, at the appropriate time, its Aviation and Distribution
divisions into two strategically focussed and independent
businesses.
The John Menzies Board remains confident in the quality of the
Menzies Distribution business, the strength of its operations and
its future prospects.
The John Menzies group will announce its interim results for the
six months ended 30 June 2017 on 15 August 2017.
For further information, please contact:
FTI Consulting T: 020 3727
1000
Jonathon Brill
Alex Beagley
This announcement has been issued by and is the responsibility
of John Menzies.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities pursuant to this announcement
or otherwise. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, and no offer of securities has been made, or will be made,
directly or indirectly, in or into, or by use of the mails, any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
of America or any other country in which such offer may not be made
other than (i) in accordance with the requirements under the US
Securities Exchange Act of 1934, as amended, a registration
statement under the US Securities Act of 1933, as amended, or the
securities laws of such other country, as the case may be, or (ii)
pursuant to an available exemption therefrom. This announcement has
been prepared for the purposes of complying with the applicable law
and regulation of the United Kingdom (including the Listing Rules
and the Disclosure and Transparency Rules) and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of any jurisdiction outside of the United
Kingdom.
Neither the content of John Menzies' website, nor any website
accessible by hyperlinks on John Menzies' website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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