Pelikan fixes buyout offer price for German subsidiary


Assorted stationery: Selected products from Pelikan

KUALA LUMPUR: Pelikan International Corp Bhd (PICB), which seeks to buy the minority shareholders’ stake in Frankfurt-listed subsidiary Pelikan AG, has set the amount of cash compensation at 1.11 euros (RM5.60) per share.

Hence the total cash compensation to be paid for the 3.35 million Pelikan AG shares is 3.72 million euros (RM18.76mil).

Since PICB announced in March its intention for the proposed squeeze-out, which will lead to the group owning 100% of Pelikan AG, Pelikan AG share price had risen 15% to close at 1.022 euros on Tuesday. (At this time of writing, the price has hit 1.13 euros.)

PICB said Pelikan AG was expected to convene an EGM on Oct 6 to pass the resolution to transfer the shares held by the minority shareholders of Pelikan AG to PICB as majority shareholder in return for the cash compensation.  

In March, PICB informed its 97.15%-owned subsidiary Pelikan AG of its intention to buy all of the minority shareholders’ shares.

Under the German Stock Corporation Act, a shareholder holding 95% of the share capital (principal shareholder) may request the transfer of the other shareholders’ shares to it against the payment of adequate cash compensation, and the resolution must be put forward at an EGM.

PICB had in its March 7 announcement to Bursa Malaysia said it expected the EGM to be held in July or August and the cash compensation amount to be determined within three months, after the valuation of Pelikan AG was completed.

“(The proposed squeeze-out) will will facilitate the ease of management and direction of Pelikan AG as a wholly-owned subsidiary of the PICB group going forward,” the company said.

“Further, the small free float percentage of the public shares of 1.38% does not commensurate for Pelikan AG to be maintained as a listed company under the Frankfurt Stock Exchange. The completion of the proposed squeeze-out will result in an automatic delisting of Pelikan AG from the Frankfurt Stock Exchange and hence reduce the cost of the PICB group to maintain Pelikan AG’s listing status.”

Germany is by far the Pelikan group’s single biggest market, contributing about half of its revenue.

In a separate filing with Bursa Malaysia on Wednesday, PICB said its earnings for the second quarter (Q2) ended June 30 fell 13% to RM16.85mil while revenue slipped 1% to RM358.42mil.

“The decrease (in profit) was mainly due to the foreign exchange losses incurred in the Americas region,” PICB said.

The company said sales during the back to school season showed encouraging response in certain European countries in Q2, notwithstanding some of the delivery orders being deferred to July 2017. 

Americas and Asia region were more or less achieving stable development, with slight decrease in the quarter under review compared to the previous year’s corresponding quarter.

It said this was due to delayed product launches and external factors such as strike of national teachers in Colombia and increased competition during Q2.

On tts prospects, PICB said positive economic data on the group’s key region (Germany and rest of Europe) was quite encouraging for the business development as the improved overall consumer sentiments could help bolster sales, in particular in the “back to school” season.

 

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