Recommended all-share merger
Recommended all-share merger
of Costain Group PLC and May Gurney Integrated Services plc
Highlights
· The Boards of Costain Group PLC ('Costain') and May Gurney Integrated Services plc ('May Gurney') are pleased to announce that they have reached agreement on the terms of a recommended all-share merger of Costain and May Gurney, which is to be implemented by way of a scheme of arrangement of May Gurney pursuant to which Costain will acquire the entire issued and to be issued ordinary share capital of May Gurney.
· Upon the Merger becoming effective, Costain, whose shares will continue to have a premium listing and to be traded on the London Stock Exchange's Main Market for listed securities, will be renamed 'Costain May Gurney PLC'.
· Each May Gurney Shareholder will receive 0.8275 New Costain Shares for every Scheme Share held, resulting in Costain Shareholders holding approximately 53% and May Gurney Shareholders holding approximately 47% of the issued share capital of Costain at the time the Merger becomes effective.
· The Merger will bring together two businesses with complementary service offerings to create one of the UK's leading integrated services providers to the rail, highways, water, waste, airports, hydrocarbons, power, nuclear, local government and fleet management sectors.
· The Boards of Costain and May Gurney believe that the Combined Group will have:
− a focus on delivering innovative and cost-effective solutions to address essential national needs in the sectors in which Costain and May Gurney operate;
− a larger addressable market, with a combined client base across the private sector, central and local government and regulated industries;
− an enhanced range of capabilities to meet customers' changing demands;
− the ability to benefit from the respective strengths of the Costain and May Gurney brands, which will continue to be used as required by customers;
− greater financial strength and scale, increasing the opportunity to bid for larger, more complex and multi-disciplinary contracts;
− the opportunity to leverage the best talent of the Costain Group and the May Gurney Group;
− significant earnings visibility underpinned by long term contracts and a combined order book of approximately £3.9 billion; and
− combined revenues of approximately £1.6 billion per annum.
· Based on its preliminary analysis, the Board of Costain believes that the Combined Group should be able to achieve recurring annual pre-tax cost synergies of approximately £10 million as a result of the Merger, primarily through savings stemming from the consolidation of corporate functions and shared services, with approximately £7.5 million expected to be realised in the financial year ending 31 December 2014 and the full £10 million in the financial year ending 31 December 2015.
· Post synergies, the Costain Directors expect the Merger to be double digit earnings enhancing[1] for Costain for the financial year ending 31 December 2014.[2]
1 Before amortisation of acquired intangibles, employment-related deferred consideration and integration costs.
2 Neither this statement nor the statements in the preceding paragraph relating to cost synergies are intended as profit forecasts. They should not be interpreted to mean that earnings per Costain Share or May Gurney Share for the current or future financial years would necessarily match or exceed the historical published earnings per Costain Share or May Gurney Share.
· The Combined Group will have a proven management team led by the current Costain CEO, Andrew Wyllie, as the Combined Group CEO and the current Costain Finance Director, Tony Bickerstaff, as the Combined Group Finance Director.
· David Allvey will be the Chairman of the Combined Group and Baroness Margaret Ford will be the Deputy Chairman. Following the Merger becoming effective, the Board of Costain will include all of the current Non-executive Directors of Costain and May Gurney, and Ishbel Macpherson, currently the Senior Independent Director of May Gurney, will be the Senior Independent Director of the Combined Group.
· The Combined Group's headquarters and registered office will be located at Costain's office in Maidenhead. May Gurney's office in Trowse in Norfolk will be retained as a shared services centre and the operational office for the Combined Group's hub in East Anglia.
· May Gurney intends to declare a second interim dividend of 5.6 pence per May Gurney Share in lieu of a final dividend for the year ending 31 March 2013. This dividend, which will be conditional upon the Merger becoming effective, will be paid after the Effective Date to May Gurney Shareholders on the register of members at the Scheme Record Time.
· On 6 March 2013 the Board of Costain announced that it was recommending, subject to Costain Shareholder approval, a final dividend of 7.25 pence per Costain Share in respect of the financial year ended 31 December 2012. If approved, the final dividend will be paid on 24 May 2013 to Costain Shareholders on the register of members as at the close of business on 19 April 2013. The New Costain Shares to be issued pursuant to the Merger will not carry any entitlement to the Costain final dividend in respect of the financial year ended 31 December 2012.
· The Merger is conditional on, amongst other things, the approval of Costain Shareholders and May Gurney Shareholders.