OSIM : Voluntary Unconditional Cash Offer By Vision Three Pte. Ltd. – Revision Of Offer Price
Microsoft Word – Oracle – Revision of Offer Price Announcement vF.docx VOLUNTARY UNCONDITIONAL CASH OFFER
CREDIT SUISSE (SINGAPORE) LIMITED(Incorporated in the Republic of Singapore) (Company Registration No.: 197702363D)
for and on behalf of
VISION THREE PTE. LTD.(Incorporated in the Republic of Singapore) (Company Registration No.: 201605240G)
for all the issued ordinary shares in the capital of
OSIM INTERNATIONAL LTD(Incorporated in the Republic of Singapore) (Company Registration No.: 198304191N)other than those held in treasury and those already owned, controlled or agreed to be acquired by Vision Three Pte. Ltd. and all of the outstanding S$170,000,000 Zero Coupon Convertible Bonds due 2019(ISIN No.: XS1103850993, Common Code: 110385099)issued by OSIM International Ltd
REVISION OF OFFER PRICE, NO FURTHER PRICE INCREASE STATEMENT AND EXTENSION OF CLOSING DATE
Reference is made to:
the voluntary unconditional cash offer (the “Offer”) by Vision Three Pte. Ltd. (the “Offeror”), for all the issued ordinary shares (“Shares”) in the capital of OSIM International Ltd (the “Company”, and together with its subsidiaries, the “Group”), other than those held in treasury and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer, at a price of S$1.32 in cash per Offer Share (“Offer Price”) announced on 7 March 2016 (“Offer Announcement Date”); and
the Offer Document dated 23 March 2016 (the “Offer Document”) in relation to the Offer.
Unless otherwise defined, capitalised terms in this Announcement have the same meaning as defined in the Offer Document.REVISION OF THE OFFER PRICE
Final Offer Price
Credit Suisse wishes to announce, for and on behalf of the Offeror, that the Offeror is revising the Offer Price as follows:
For each Offer Share: S$1.39 in cash (“Final Offer Price”) THE OFFEROR WILL NOT FURTHER REVISE THE FINAL OFFER PRICE. Shareholders who have earlier validly accepted the Offer and have not withdrawn their acceptances will receive the Final Offer Price per Offer Share. No further action in respect of the Offer is required to be taken by Shareholders who have already validly accepted the Offer. Appropriate payment will be made within 7 Business Days from the date of this Announcement.
The Offer Shares will be acquired
free from all Encumbrances; and
together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to all voting rights and the right to receive and retain all Distributions which may be announced, declared, paid or made thereon by the Company on or after the Offer Announcement Date, together with all interest accrued thereon.
If any Distribution is announced, declared, paid or made by the Company on or after the Offer Announcement Date, and the Offeror is not entitled to receive such Distribution in full in respect of any Offer Share tendered in acceptance of the Offer, the Final Offer Price payable in respect of such Offer Share will be reduced by the amount of such Distribution.
At the Annual General Meeting of the Company held on 31 March 2016, the Shareholders approved the payment of a FY2015 Final Dividend of S$0.02 per Share for the year ended 31 December 2015. The FY2015 Final Dividend is expected to be paid on or about 13 April 2016. The Books Closure Date in respect of the FY2015 Final Dividend is 5.00 p.m. on 6 April 2016.
For purely illustrative purposes only, assuming:
the settlement date in respect of any Offer Shares validly tendered in acceptance of the Offer falls on or before 5.00 p.m. (Singapore time) on the Books Closure Date in respect of the FY2015 Final Dividend, then the Final Offer Price received by any Accepting Shareholder shall be S$1.39 for each Offer Share; and
the settlement date in respect of any Offer Shares validly tendered in acceptance of the Offer falls after 5.00 p.m. (Singapore time) on the Books Closure Date in respect of the FY2015 Final Dividend, then the Final Offer Price received by any Accepting Shareholder shall be S$1.37 for each Offer Share, which represents the Final Offer Price of S$1.39 less the FY2015 Final Dividend of S$0.02 that Shareholders will receive.Financial Evaluation of the Final Offer Price
The Final Offer Price represents the following premium over the historical market prices of the Shares over various periods:
Benchmark Price(1) Premium of Final Offer Price over Benchmark