International Hotel Investments this evening announced details of its bid for Island Hotels Group Holdings after having last January, announced conditional
agreement for the acquisition.
IHI (a member of the Corinthia Group) said it has now completed its due diligence exercise and that all other conditions precedent in the conditional agreement have been satisfied, including the approval by the shareholders of IHI at the Annual General Meeting.
Accordingly, IHI said it will proceed with a conditional voluntary offer for all the issued shares in IHGH .
An offer document will be issued on or around July 1. Shareholders can choose
either a combined consideration or a cash alternative.
The combined consideration will consist of the cash component and the IHI Shares Component and is equivalent to €1 per Share in cash and 0.246 IHI shares for each IHGH share.
The total combined consideration is equivalent to €38,583,660 and
approximately 9,492,000 IHI shares.
The cash component of €1 per IHGH share will be paid as to €0.55 on the settlement date; and the balance of €0.45 per IHGH share on the first anniversary of the settlement date, interest free.
The share component of 0.246 IHI shares for each IHGH share will be issued and allocated to IHGH shareholders on the settlement date. The IHI shares to be issued and allocated to IHGH shareholders accepting the ffer as part of the Offer Consideration are ordinary shares in IHI that will entitle their holders to receive dividends, vote at general meetings and to participate in a distribution of assets in the same manner as the holders of all other ordinary shares in IHI.
IHI is making available to IHGH shareholders, a full cash alternative of €1.13,7 per IHGH share, payable as follows: (a) €0.68,7 per IHGH share on settlement date; and (b) the balance of €0.45 per IHGH share on the first anniversary of the settlement date.
The cash alternative is based on the €1 cash component under the combined consideration and an additional €0.13,7 per IHGH share calculated as:
0.246 IHI shares for each IHGH share, multiplied by €0.55,8, where €0.55,8 is the price per IHI share as the weighted average price of IHI shares during the three months immediately preceding IHI’s announcement in January.