Offer for Supporta plc
Summary of the Offer
The boards of Mears and Supporta are today pleased to announce that they have reached agreement on the terms of a recommended offer by Mears to acquire the entire issued and to be issued share capital of Supporta.
The Offer will be on the basis of 0.115 New Mears Shares for each Supporta Share.
The Offer values the entire issued and to be issued share capital of Supporta at approximately 27.2 million and each Supporta Share at 31 pence (based on the Closing Price of 269.5 pence per Mears Share on 17 December 2009), representing a premium of 55 per cent. to the Closing Price of 20 pence per Supporta Share on 28 October 2009 (being the last business day prior to the commencement of the Offer Period).
If the Offer is declared unconditional in all respects, Mears will issue up to 10,088,670 New Mears Shares giving Supporta Shareholders up to 11.94 per cent. of the Enlarged Issued Share Capital.
The acquisition of Supporta will, inter alia, provide Mears' Domiciliary Care division with increased scale and thus enable Mears to pursue further, larger and more comprehensive contracts, particularly given Local Authorities are increasingly seeking to reduce the number of providers for outsourced services.
The Supporta Directors, who have been so advised by Brewin Dolphin, consider the terms of the Offer to be fair and reasonable. In providing advice to the Supporta Directors, Brewin Dolphin has taken into account the Supporta Directors' commercial assessment of the Offer. The Supporta Directors intend to recommend unanimously that Supporta Shareholders accept the Offer as the Supporta Directors have irrevocably undertaken to do so in respect of their own beneficial holdings in Supporta comprising, in aggregate, 620,000 Supporta Shares, representing in aggregate approximately 0.72 per cent. of the existing issued share capital of Supporta.
In addition, Mears has received irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain other Supporta Shareholders in respect of, in aggregate, 29,508,122 Supporta Shares, representing approximately 34.13 per cent. of Supporta's entire existing issued share capital. Accordingly, Mears has received irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 30,128,122 Supporta Shares, representing approximately 34.85 per cent. of Supporta's entire existing issued share capital.