Theseus merger lifts notice

Press, 15 February 1989, Page 41

Theseus merger lifts notice

PA Wellington Theseus Investments lifted its “don’t sell” notice yesterday after announcing that it would merge with Noble and Lund, Pic, a company listed on the London Stock Exchange.

Investors will be offered four Noble and Lund shares for every 15 Theseus shares, valuing Theseus at $23.3 million.

Noble and Lund is an industrial company involved in the manufacture and distribution of machinery, office and domestic furniture and electrical equipment

In the year ended December 31, 1987, its turnover was £22.6 million ($NZ64.57 million) resulting in a pre-tax profit of £1.47 million (SNZ4.2O million). For the six months ended June 30, 1988, the company recorded a pre-tax profit of £l.l million (SNZ3.I4 million) on sales of £l6 million ($NZ45.71 million).

Theseus is a former cashbox company owned by Brierley Investments. In July last year a 60 per cent stake was bought by former Brierley exective, Mr Ross Martin, and his partner, Mr Peter Williams. They also bought Brierley’s 62.6 per cent interest in medical supplier, Ebos Group. In November Theseus bought two British packaging firms in a $lO million cash and shares deal.

The merger offer values Theseus 50c shares at 70c

Full acceptance of the offer will involve the issue of about 8,300,000 new Noble and Lund shares to replace the Theseus scrip, and will represent about 31 per cent of the enlarged' company’s issued ordinary share capital.

Mr Martin and Mr Williams have agreed to purchase 800,000 ordinary shares in Noble and Lund from a major shareholder.

They will join the board of Noble and

Lund with Mr Martin acting as chief executive of the group. Mr Williams will become an executive director.

“The merger is an acknowledgement of Theseus’ management skills and satisfies a key stated goal of Theseus in obtaining a U.K. listing,” Mr Martin said. “The merged entity strengthens the shareholder base by introducing a number of U.K. institutional investors. “The merger is consistent with Theseus’ strategy of acquiring mediumsized distribution and production orientated companies with solid asset backing.”

Mr Martin said the new board intends to continue to develop the enlarged company aggressively in the medical furniture and packaging industries, while selectively disposing of peripheral engineering activities. He reiterated the company’s commitment to New Zealand, expressed at theannual meeting in December, repeating his view that there were selective investment opportunities remaining within New Zealand, and that the merged company would continue to maintain a listing on the New Zealand Stock Exchange. Noble and Lund will despatch the formal offer document to shareholders by March 13.

All the directors consider the offer fair and reasonable and will be accepting in respect of their own holdings. National Pacific Corp said yesterday it had sold 5,623,000 ordinary shares in Theseus.

The shareholding was understood to represent 18.1 per cent of Theseus’ issued capital, National Pacific told the Stock Exchange. The shares were sold at prices ranging from 45c to 58c. The weighted average price was 45.39 c. National Pacific still holds 137,000 shares in Theseus.