July 27, 2010
TORONTO, July 27, 2010 – Pinafore Acquisitions Limited, a company jointly owned by Onex Corporation (TSX: OCX) (“Onex”) and Canada Pension Plan Investment Board (“CPPIB”), together with the independent directors of Tomkins plc (“Tomkins”) announced today the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Tomkins at a price of 325 pence per share in cash (the “Acquisition”). The Acquisition values Tomkins’ existing issued and to be issued share capital at approximately £2.89 billion.
Tomkins is a global engineering and manufacturing group, which manufactures a variety of products for the industrial, automotive and building products markets across North America, Europe, Asia and the rest of the world. The Tomkins Group employs more than 25,000 staff and operates in over 23 countries.
The 325 pence per share cash consideration represents an approximate 41% premium over Tomkins’ closing share price on July 16, 2010, the last trading day before the announcement by Tomkins on July 19, 2010 of the approach by Onex and CPPIB.
Onex and CPPIB attach great importance to the skills and experience of the existing management and employees of Tomkins and intend that current members of senior management, including James Nicol, the Chief Executive Officer, and John Zimmerman, the Chief Financial Officer, will continue to be involved in the ongoing business of Tomkins following the Acquisition.
The independent directors of Tomkins have given irrevocable undertakings in respect of their own beneficial holdings of Tomkins shares to vote in favour of the Acquisition at the required meetings of Tomkins’ shareholders. In addition, the independent directors of Tomkins intend unanimously to recommend to Tomkins’ shareholders that they vote in favour of the Acquisition at the required meetings of Tomkins’ shareholders.
Commenting on the Acquisition, Seth Mersky, a Managing Director at Onex, said, “We recognize that as economies around the world continue to struggle, significant challenges remain for all industrial companies. We believe that our offer represents a great reward for Tomkins’ shareholders and a chance for us to build value over a long investment horizon.”
André Bourbonnais, CPPIB Senior Vice-President, Private Investments, added, “Tomkins is a strong company with leading positions in its key businesses. We look forward to working with Onex and the management team to continue to support the company in pursuing its growth ambitions.”
The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 and, accordingly, will be subject to the approval of a majority in number representing 75% in value of Tomkins’ shareholders, present and voting either in person or by proxy at the shareholder meeting convened as part of the scheme of arrangement. It is currently anticipated that the required shareholder meetings will take place in late August, with the subsequent approval of the High Court of Justice of England and Wales being required. The Acquisition is also subject to certain other conditions including regulatory approvals. The Acquisition is currently expected to close in late September.
About Onex Onex is one of North America’s oldest and most successful investment firms committed to acquiring and building high-quality businesses in partnership with talented management teams. Onex manages investment platforms focused on private equity, real estate and credit securities. In total, Onex manages approximately US$12 billion. Onex’ businesses generate annual revenues of $31 billion, have assets of $34 billion and employ more than 210,000 people worldwide. Onex shares trade on the Toronto Stock Exchange under the stock symbol OCX. For more information about Onex, please visit its website at www.onex.com. Its security filings can also be accessed at www.sedar.com. About CPP Investment Board The CPP Investment Board is a professional investment management organization that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP Investment Board assets, the CPP Investment Board invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, the CPP Investment Board is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At March 31, 2010, the CPP Fund totalled $127.6 billion, of which $22.8 billion was invested in private investments. For more information about the CPP Investment Board, please visit www.cppib.ca.
This news release may contain forward-looking statements that are based on current expectations and are subject to known and unknown uncertainties and risks, which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements. Onex and CPPIB are under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.
For further information contact:
Onex Canada Pension Plan Investment Board
Emma Thompson Linda Sims
Vice President, Investor Relations Director, Media Relations