< back | 08.10.2012

Takeover of Malaysian Latexx Partners leads to next phase of global growth


  • Semperit has secured a 47.3% stake in Latexx Partners from its core shareholders
  • Semperit will launch a voluntary conditional cash offer for all outstanding shares andwarrants of Latexx Partners
  • Purchase and Offer Price of MYR 2.30 (EUR 0.58) per share in cash and MYR 1.77(EUR 0.45) per warrant in cash
  • Semperit will significantly improve its position among the world’s leading glove producers

Vienna/Kuala Lumpur, October 8, 2012. Semperit AG Holding (“Semperit”) (Bloombergticker: SEM:AV, Reuters: SMPV.VI) today entered into agreements to acquire a significantstake in Malaysian Latexx Partners Berhad (“Latexx Partners”) (Bloomberg ticker: LTX:MK,Reuters: LATX.KL). In addition, Semperit announces a voluntary conditional cash offer for alloutstanding shares and warrants of Latexx Partners. Assuming a 100% takeover of LatexxPartners, the maximum transaction volume will amount to approximately MYR 603 million(EUR 152 million). The Offer is being made via Semperit Investments Asia Pte Ltd, a whollyownedsubsidiary of Semperit, and is subject to the conditions outlined below.

Listed on the Main Market of Bursa Malaysia, Latexx Partners is one of the largest medicalglove producers in Malaysia and number six in the world. In 2011, Latexx Partners generatedrevenue of MYR 441 million (EUR 104 million) and an EBIT of MYR 66 million (EUR 16million). The company owns six manufacturing plants.

Semperit significantly strengthens its position in the global glove market
The planned acquisition represents a significant step for Semperit to achieve its strategicobjective of reaching an annual sales volume of 23 billion gloves by 2015. Latexx Partnershas an annual capacity of 9 billion gloves, thereof 6 billion with latest technology. Semperitexpects to increase its annual glove production capacity from the current level of 12 billiongloves by approximately 70% to about 20 billion. As a consequence, Semperit willsignificantly strengthen its position among the top leading glove producers.

“This acquisition demonstrates our commitment to our growth strategy. We will raise ourglobal footprint by further diversifying our production in Asia and strengthen our OEMbusiness significantly”, says Thomas Fahnemann, Chief Executive Officer of Semperit. “Wegain a strong foothold in the Malaysian glove industry, which is the most important productionhub globally. In return, Latexx Partners in its capacity as a high-performance producer willbenefit from our global top-notch distribution network and sales team. This will lead to furthergrowth of Latexx Partners.”

The transaction will also enhance Semperit’s product offering. Semperit will be able to servenew customer groups and gain access to new, innovative products. In this regard LatexxPartners will complement Semperit’s existing business activities, particularly in Asia and thebiggest glove market, the USA.

Core shareholders sell their stake to Semperit
Mr. Low Bok Tek, Chairman and CEO of Latexx Partners, has entered into a share saleagreement with Semperit. He will divest his entire shares and warrants holding comprisingapproximately 65.0 million ordinary shares (representing 29.3% of the ordinary sharesoutstanding) for a price of MYR 2.30 (EUR 0.58) per share and 35.0 million warrants(representing 67.3% of all outstanding warrants) for MYR 1.77 (EUR 0.45) per warrant. Inaddition, Semperit has secured access – at the same prices - to 20.2 million ordinary shares(representing 9.1% of the ordinary shares outstanding) and 9.6 million warrants (representing 18.4% of all outstanding warrants) in Latexx Partners via put/call agreements with otherinvestors in Latexx Partners.

Based on a diluted basis of 274.1 million shares (post potential exercise of all warrants) andthe above listed number of shares and warrants from Mr. Low Bok Tek and other investors,Semperit secured a 47.3% stake in Latexx Partners for an amount of MYR 275 million(EUR 69 million).

Mr. Low Bok Tek has agreed to remain in his present position as CEO of Latexx Partners.

Attractive Offer Price for 100% of Latexx Partners
In addition, Semperit is making a voluntary conditional offer for all outstanding shares andwarrants of Latexx Partners. The offer price per share is MYR 2.30 (EUR 0.58) and the offerprice per warrant is MYR 1.77 (EUR 0.45). Assuming a 100% takeover of Latexx Partners,the maximum transaction volume will amount to approximately MYR 603 million (EUR 152million).

The Share Offer Price of MYR 2.30 (EUR 0.58) per share represents a premium of 28.5% tothe closing price on October 5, 2012, 36.9% to the 1 month volume weighted average price(VWAP), 37.7% to the 3 month VWAP and 43.8% to the 6 month VWAP of Latexx Partners’shares.

Semperit currently does not intend to maintain the listing status of Latexx Partners, if LatexxPartners’ free float falls below 25% required by the Bursa Malaysia Listing Rules at the closeof the Offer.

Conditions for Completion
The completion of the acquisition of Mr. Low Bok Tek's shares and warrants is only subjectto anti-trust clearance in Austria and Germany. The acquisition of the shares and warrants ofthe other investors under the put/call agreements are subject to completion of the acquisitionof Mr. Low Bok Tek’s shares and warrants.

The voluntary conditional offer is subject to anti-trust clearance in Austria and Germany, aswell as Semperit Investments Asia Pte Ltd having received valid acceptances, which whentaken together with the shares already acquired, held, or entitled to be acquired or held by it,of more than 50% of the issued shares of Latexx Partners.

Note: The voluntary conditional offer is subject to the approval of the Securities CommissionMalaysia.

Details of the Offer will be set out in the announcement made by Latexx Partners,available on the Bursa Malaysia Website at www.bursamalaysia.com.

Foreign exchange ratios: EUR/MYR exchange rate of 3.9713 provided herein as per October 5, 2012(as per closing of trading hours at Bursa Malaysia) as well as annual average exchange rate for 2011of 4.2513 (applied for 2011 financials only).

Please address any inquiries to:

Semperit AG Holding
www.semperitgroup.com/en
Ms. Martina Büchele
Head of Group Communications
Tel.: +43 676 8715 8621
martina.buechele@semperitgroup.com


Mr. Stefan Marin
Investor Relations
Tel.: +43 676 8715 8210
stefan.marin@semperitgroup.com


About Semperit

The publicly listed company Semperit AG Holding is an internationally oriented corporate group, whichdevelops, produces and markets highly specialised products made of rubber and plastics (examinationand surgical gloves, hydraulic and industrial hoses, conveyor belts, escalator handrails, buildingconstruction profiles, cable car rings and railway superstructure products) in the Medical and IndustrialBusiness Sectors. The headquarters of this traditional Austrian company whose roots date back to1824 are located in Vienna, whereas the global R&D centre is in Wimpassing, Lower Austria. Semperitemploys a workforce of about 8,100 people worldwide, of whom more than 5,600 work in Asia andmore than 700 work in Austria. The Group encompasses 21 production facilities as well as numeroussales offices in Europe, Asia and the Americas. In the 2011 fiscal year the Group generated revenueof EUR 820 million and an EBIT of EUR 83 million.

About Latexx Partners
Latexx Partners is the world’s sixth largest and one of the leading medical gloves producers inMalaysia. The company owns six manufacturing plants. Latexx Partners distributes its gloves to 80countries, serving more than 300 customers. Latexx Partners employs more than 2,000 people. In the2011 fiscal year the company generated revenue of MYR 441 million (EUR 104 million) and an EBITof MYR 66 million (EUR 16 million).

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Contact

Monika Riedel
Director Group Brand Management, Corporate Spokesperson
T +43 1 79777-620