Deutsche Bahn AG 22 April 2010
For Immediate Release
22 April 2010
DEUTSCHE BAHN AG
RECOMMENDED CASH OFFER FOR ARRIVA PLC
to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
SUMMARY
* The boards of directors of Deutsche Bahn and Arriva are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Arriva, to be made by a wholly-owned subsidiary of Deutsche Bahn. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. * Under the terms of the Acquisition, Arriva Shareholders will receive 775 pence in cash for each Arriva Share they hold, valuing the entire issued and to be issued share capital of Arriva at approximately GBP1.585 billion. * In addition, Arriva Shareholders on the register at close of business on 9 April 2010 will be entitled to retain the proposed final dividend of 18.8 pence per Arriva Share in respect of the financial year ended 31 December 2009 which, subject to it being approved by Arriva Shareholders at the Arriva Annual General Meeting on 6 May 2010, will be paid on 10 May 2010. * The offer price of 775 pence per Arriva Share represents: - a premium of approximately 34 per cent. to the Closing Price of 579.5 pence per Arriva Share on 16 March 2010, being the last trading day prior to Arriva's announcement that it had received an unsolicited approach from a third party; and - a multiple of approximately 13.2 times Arriva's 2009 adjusted earnings per Arriva Share of 58.8 pence. * Deutsche Bahn believes that there is strong strategic logic for a combination of Arriva and Deutsche Bahn. The combined group will be a truly international transport and logistics business, being one of the leading passenger transport groups in Europe, with the necessary scale, knowledge and experience to ensure effective competitiveness in increasingly liberalised transport markets. * The Directors of Arriva, who have been so advised by Rothschild and Deutsche Bank, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Directors of Arriva, Rothschild and Deutsche Bank have taken into account the commercial assessments of the Directors of Arriva. Accordingly, the Directors of Arriva intend unanimously to recommend that Arriva Shareholders vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting, as they have irrevocably undertaken to do in respect of their entire beneficial holdings of Arriva Shares (amounting to, in aggregate, 770,476 Arriva Shares, representing approximately 0.39 per cent. of the existing issued share capital of Arriva).
Commenting on the Acquisition, Dr Rüdiger Grube, Chief Executive Officer of Deutsche Bahn said:
"Arriva's activities will strengthen Deutsche Bahn's strategic positioning in Europe, principally through Arriva's successful targeting of Europe's increasingly liberalised and fast growing transport markets which are of strategic interest to Deutsche Bahn. Arriva will give Deutsche Bahn the platform to expand in Europe and enhance its position as one of Europe's leading passenger transport groups."
Commenting on the Acquisition, Sir Richard Broadbent, Chairman of Arriva, said:
"The management team and employees have succeeded in building Arriva into a leading independent European passenger transport business with a presence in 12 countries. Deutsche Bahn also recognises the opportunity there is in Europe and wants to build on our existing presence and skills to further develop these markets. This offer fully reflects the value of the business we have built and gives shareholders the opportunity to realise that value today."
This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I. Appendix II contains the sources and bases of certain information contained in this summary and the following announcement. Appendix III contains details of the irrevocable undertakings received by Deutsche Bahn. Appendix IV contains the definitions of certain terms used in this summary and the following announcement.
11. DIRECTORS, MANAGEMENT AND EMPLOYEES
Arriva Management
Deutsche Bahn views Arriva's senior management team as a key strength of the business and intends to offer them significant responsibilities within the international business of the enlarged group. Deutsche Bahn intends to build on Arriva's international platform. Discussions between Deutsche Bahn and Arriva's senior management team about the team members' specific roles in the enlarged group, and the terms of their employment, have yet to take place. It is envisaged that such discussions will take place after the Acquisition has completed.
Arriva Employees
Deutsche Bahn recognises the contribution made to Arriva's expansion and success by Arriva's employees and believes that a combination of Deutsche Bahn and Arriva will provide attractive opportunities for Arriva employees. In addition, the existing rights of the employees of Arriva will be fully safeguarded.