A and B-Repco merger deal

Press, 3 May 1983, Page 1

A and B-Repco merger deal

The end of the 105-year-old Christchurch-based firm, Andrews and Beaven, 'Ltd, as an independent entity will come about with a proposed merger. Last month, after a takeover bid, the firm became a subsidiary of ihe big Australian firm, Repco Corporation, Ltd. Yesterday, the boards of directors of Andrews and Beaven and two other Repco firms, the M.S.I. Corporation, Ltd (based in Auckland), and Repco New Zealand (based at Upper Hutt) announced that they would recommend a merger of the firms to shareholders.

The companies will apply to the High Court for the merger under section 205 of the Companies Act. Meetings of shareholders will then have to be called, and their approval obtained. The boards plan to merge on July 1, a new holding company, Repco Corporation, N.Z., Ltd, acquiring all the capital of the merging

firms. The basis of the merger will be related to the market capitalisation of each of the companies using the last sale prices quoted on the national sharemarket on April 28. The merger is subject to the approval of the Overseas Investment Commission. The new firm will have sales of about $2OO million a year, with 2800 employees, making it one of the biggest 20 companies in the country. It will be the nation’s biggest distributor of car and industrial parts, its biggest manufacturer of pistons, filters, and engine bearings, the largest supplier and hirer of forklift trucks and tractors its principal engine reconditioner, and a leading fabricator of industrial and agricultural equipment. The Repco Corporation of Australia has annual sales of sAustl2oo million, and is trading in 15 countries. It holds 60 per cent of the

issued shares of Repco New Zealand, Ltd, and M.S.I. Corporation, and 59 per cent of Andrews and Beaven. Andrews and Beaven has sales of $B6 million a year and has 1470 employees. The first directors of the new corporation will be Mr Neil Walford, who is on the boards of M.S.I. and the present Repco company in New Zealand.

Other members will be Mr W. B. Barnes (deputy chairman), Mr L. P. Evans, who will be managing director (he is the present group manager of M.S.L), Mr W. B. Beaven, Mr I. W. Cameron, Mr R. M. Legat, Mr D. J. McGrath, and Mr R. R. Stephens. Two additional, non-executive, New Zealand directors will be appointed later.

A report to minor shareholders on the merger proposal will be made by Mr L. N. Ross.

(Details of share acquisition, page 28)