Media Release

21 June 2000

Toll Announces Recommended Takeover Offer for Finemore

Toll Holdings Limited today announced that it intends to make an off-market takeover bid for all of the ordinary shares in Finemore Holdings Limited. 

Toll will offer $2.25 in cash for each Finemore fully paid ordinary share, valuing the total Finemore fully paid ordinary shares at approximately $119.4 million.

 “Toll believes that its offer is highly attractive and reflects full and fair value to Finemore shareholders” said Mr Paul Little, Managing Director of Toll.

 “This acquisition also provides significant benefits for Finemore’s customers who will have access to Toll’s full range of integrated logistics services and e-commerce technology capabilities.  In addition, Finemore’s staff will have access to the significant opportunities that the Toll group has to offer.”

 The offer price represents a 44.2% premium to Finemore’s closing share price of $1.56 on 23 June 2000, the last business day on which Finemore shares were traded prior to the date of this announcement.  In addition it represents a premium of approximately:

• 59.1% to the volume weighted average price per Finemore share of $1.41 over the 1 month period prior to and including 23 June 2000; and
• 69.7% to the volume weighted average price per Finemore share of $1.33 over the 3 month period prior to and including 23 June 2000.

 “This is an exciting opportunity for Toll in both a strategic and financial sense” said Paul Little.  “It further advances Toll’s position as Australia’s leading transport and logistics company and will result in a combined group with superior operational and financial strength.  The acquisition will be funded by committed bank facilities and is expected to be accretive on both an earnings per share and cashflow basis in the 2001 fiscal year.”

 “Finemore’s businesses are complementary to Toll.  Finemore’s automotive business will complete the range of services Toll can offer to the automotive industry and its refrigeration business will enable Toll to further rationalise that market segment,” said Paul Little.

 “The acquisition will provide Toll with the opportunity to advance into transport logistics markets such as bulk tanker operations, where it does not presently have a strong presence and extends Toll’s fleet management and maintenance capability.  Further, the acquisition will significantly strengthen Toll’s regional road transport business.”

 “The acquisition will also assist Toll’s planned growth into Asia.”

 “Toll has great track record in successfully integrating acquired businesses and in maximising the benefit from the available synergies,” concluded Paul Little. 

Finemore Directors Recommend Offer

The Board of Directors of Finemore has evaluated Toll’s offer and intends to recommend shareholders accept the Toll offer, in the absence of a higher offer.

The Directors of Finemore have also indicated that they intend to accept the Toll offer in respect of their own shares, in the absence of a higher offer.

Offer Conditions

Toll’s offer is subject to the following conditions:

1.      Toll acquiring a relevant interest in such ordinary shares in Finemore as will enable Toll to proceed to compulsory acquisition of all outstanding Finemore shares;

2.      Required regulatory approvals;

3.      No event or circumstance in section 652C (1) and (2) of the Corporations Law occurring between the date of announcement and the date upon which the takeover offer closes (formerly referred to as “prescribed occurrences”);

4.      Except for any proposed transaction publicly announced by Finemore prior to this announcement, none of the following events occur during the period from 27 June 2000 to the end of the takeover offer:

(i)       Finemore declares, pays or distributes any dividend, bonus or other share of its profits or assets;

(ii)      Finemore, or any subsidiary of Finemore, acquires or agrees to acquire one or more companies or businesses for an amount in aggregate greater than A$2 million;

(iii) Finemore, or any subsidiary of Finemore, disposes, or agrees to dispose of one or more companies or businesses (or an interest in one of more companies or businesses) for an amount in aggregate greater than A$2 million; and

(iv) Finemore, or any subsidiary of Finemore, enters into or announces that it proposes to enter into any joint venture or partnership, involving a commitment of greater than one (1) year or a commitment of greater than A$2 million or that otherwise has a material adverse effect on the business, assets, liabilities, financial trading position, profitability or prospects of Toll and its subsidiaries taken as a whole.

5.      Save as publicly announced prior to 27 June 2000, there has not occurred since 28 February 2000 and shall not occur, be discovered, be announced or otherwise become public during the takeover offer any material adverse change in the business, total assets, total liabilities or prospects of Finemore and its subsidiaries taken as a whole, or any event or action proceeding from a circumstance or change in circumstance which is reasonably likely to result in a material adverse change of the kind mentioned above.

Toll’s offer will be sent to Finemore’s shareholders as soon as possible.  A Bidder’s Statement is expected to be served on Finemore and lodged with ASIC around mid July.

Toll is being advised by Salomon Smith Barney and Clayton Utz.

For further information contact:

Toll Holdings
Paul Little, Managing Director
61 3 9694-2820

Salomon Smith Barney (Financial Adviser to Toll Holdings)
Gareth Cope/Ian Solomon
61 2 9321-4473

Finemore Holdings
Ron Finemore, Executive Chairman
61 2 9335-1275

Gresham Partners (Financial Adviser to Finemore Holdings)
David Feetham/Tim Kelley
61 2 9221-5133