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Bankleitzahlen - online.de


Jelmoli Provides Further Information on Tivona Settlement

Corporate news announcement processed and transmitted by Hugin AS.
The issuer is solely responsible for the content of this
announcement.
----------------------------------------------------------------------
--------------
Jelmoli Holding Ltd ("Jelmoli") announced last Friday (23 January
2009) that it had signed an agreement with the other shareholders in
Tivona AG ("Tivona"), whereby Jelmoli will acquire the remaining
55.5% stake in Tivona for 80,000 bearer shares and CHF 60 million in
cash, settling all outstanding claims and counterclaims pending
before the arbitral tribunal as well as all other disputes among the
parties. The transaction will remove a significant factor of
uncertainty for the company and substantially increase the book
equity value of the combined Jelmoli group in 2009, while having only
a minor negative dilutive impact for shareholders.



While Jelmoli will provide full details of the financial impact of
the Tivona settlement on closing of the transaction and on
publication of the 2008 annual report, Jelmoli is providing further
indicative guidance today, following the initial information
presented at the shareholders' meeting held on 23 January 2009.

Jelmoli Property Value Increases to Approximately CHF 4.1 billion
As a result of the transaction, the property value of the combined
Jelmoli group, (excluding Seiler) valued according to IAS 40, will
increase to CHF 4.1 billion. The Jelmoli book equity value will
increase significantly and the LTV (loan-to-value) ratio will remain
well below the upper end of the previously communicated target range
of 40% to 50%. More than 90% of the property value of Tivona of
approximately CHF 900 million is derived from rented properties (more
than 50% of the portfolio) and projects under construction which are
well advanced.

Only Minor Dilution of Shareholders
The distribution of 80,000 bearer shares to Tivona shareholders and
the cash payment are expected to have only a minor dilutive impact on
the book equity value per share as of 31 December 2008. The 55.5%
stake will be acquired for approximately CHF 240 million (valued at
the closing price of CHF 2,220 per bearer share as of Thursday, 22
January 2009). In return, Jelmoli will fully consolidate an
additional book equity value of approx. CHF 165 million as a result
of the acquisition of the outstanding 55.5% stake in Tivona it does
not yet own, based on a book equity value for 100% of Tivona of
approx. CHF 300 million as of 31 December 2008. Jelmoli will further
benefit from the positive impact of an enhancement to the book value
of its existing 44.5% stake upwards by approximately CHF 40 million,
leading to a net dilutive impact for shareholders of around CHF 35
million. This compares to a market capitalisation of Jelmoli as of 22
January 2009 of approximately CHF 1.7 billion.

However, Jelmoli expects additional upside from the completion of
large projects currently under construction, but to be completed in
2009 (e.g. the Stücki Shopping Center in Basel) and the remaining
project pipeline. In addition, Jelmoli was able to negotiate a
tax-efficient transaction structure and a satisfactory sale and
purchase agreement, including customary representations and
warranties, all of which would not have been possible as part of a
ward of the arbitral tribunal.

Removal of Litigation Risks
While the cash payment is payable in full on closing, Jelmoli is
entitled to deliver the 80,000 bearer shares in two tranches. The
first tranche of 55,000 bearer shares, which is deliverable on
closing, is fully covered by Jelmoli's treasury shares. For the
second tranche of 25,000 bearer shares, which is payable on 1 July
2009, Jelmoli has the right to deliver either (i) shares to be
acquired in the market, (ii) newly issued shares or (iii) to pay an
equivalent cash amount.

In comparing the settlement with the draft expert valuation delivered
in the arbitration proceedings, it is important to consider the
following:

1. The draft expert valuation indicated a value of CHF 149.5
millions for Tivona in 2003, not today.
2. The draft expert valuation of CHF 149.5 million translates
through a defined formula into approximately 83,000 Jelmoli
bearer shares. The announced settlement is for only 80,000
Jelmoli bearer shares. There is no guarantee that the further
proceedings before the arbitral tribunal would not have resulted
in a valuation higher than the preliminary CHF 149.5 million and
would not have led to a materially higher number of shares to be
delivered by Jelmoli.
3. The arbitration proceedings between Jelmoli and Tivona were not
only about the valuation of Tivona in 2003, but also about
significant other claims and counterclaims (e.g. dividend
payments, interest, penalty payments etc.). With the cash payment
of CHF 60 million, all these claims and counterclaims have been
settled.

The settlement agreement and the implied valuation for the 55.5%
stake are therefore not comparable with the draft expert valuation.
Jelmoli is convinced that the settlement agreement is significantly
more beneficial for its shareholders than bearing the uncertainties,
costs and risks inherent to ongoing legal disputes.

Contacts


Media: Dr. Jörg Neef, Hirzel. Neef. Schmid.
Konsulenten
+41 79 405 5632, E-mail:
joerg.neef@konsulenten.ch
Investors/Analysts: Michael Mueller, Jelmoli Holding AG
+41 44 220 4913, E-mail:
michael.mueller@jelmoli.ch
Internet: www.jelmoliholding.ch /
www.huginonline.ch/JEL
WAP mobile: wap.huginonline.com (Press Releases Jelmoli)
E-mail: info@jelmoliholding.ch


This media information contains forward looking statements which
express intentions, estimates, expectations and forecasts relating to
future financial, operational and other developments and results.
Such statements and the underlying assumptions are subject to a
variety of risks, uncertainties and other factors which could mean
that the actual developments may significantly differ therefrom.
Investors should also note that the described transaction may fail,
in full or in part, or may be delayed. In view of these
uncertainties, readers of this media information are cautioned not to
place undue reliance on such forward looking statements.



--- End of Message ---

Jelmoli
-----------------------------------------
Jelmoli über
WAP:

wap.huginonline.com

-----------------------------------------

St. Annagasse 18 Zürich

WKN: 851225; ISIN: CH0000668464; Index: SMCI, SPI, SPIEX;
Listed:
Main Market in SIX Swiss Exchange;
Copyright © Hugin AS 2009. All rights reserved.



 
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