Singapore (ANTARA News/PRNewswire-AsiaNet) - VOLUNTARY GENERAL OFFER BY PACNET LIMITED (BERMUDA COMPANY REGISTRATION NO. 38611) TO ACQUIRE ALL THE ISSUED ORDINARY SHARES IN THE CAPITAL OF PACNET INTERNET (S) LIMITED (Singapore company registration no. 199502086C) other than those shares already held by Pacnet Limited as at the date of the Offer
1. Commencement of the Offer
Pacnet Limited (formerly known as Connect Holdings Limited) (the Offeror) together with its principal shareholder and ultimate control persons wishes to announce the voluntary cash general offer (the Offer) for all the issued ordinary shares of Pacnet Internet (S) Limited (formerly known as Pacific Internet Limited) (PIL) other than those already owned by the Offeror (the PIL Shares). Full details of the Offer are contained in the offer to purchase document dated 27 March 2008 (the Offer to Purchase) to be despatched to all holders of PIL Shares (the Shareholders) together with the letter of transmittal (Letter of Transmittal) and other related offer documents.
2. The Offer
2.1 Offer Terms -- As at the date of this Announcement, the Offeror owns and/or has an interest in an aggregate 12,599,754 PIL shares, representing approximately 90.78% of the issued share capital of PIL based on 13,880,149 issued shares of PIL as at 25 March 2008. Full details of the Offerors dealings in PIL shares are set out in Schedule A of the Offer to Purchase.
2.2 Offer Price
-- The Offer is made on the following basis:
-- For each PIL Share: US$11.20 net in cash, without interest (the Offer Price).
The Offer Price represents a premium of approximately 6.67% over the closing price per PIL share on the Nasdaq Global Market of US$10.50 as at 2 November 2007, being the final trading day prior to the delisting of PILs shares.
2.3 Closing Date of the Offer
-- The closing date of this Offer is:
12:00 midnight New York City time on 24 April 2008, 12:00 noon Singapore time on 24 April 2008, or such later date(s) as may be announced by the Offeror.
2.4 PIL Shares
-- The Offer will be extended, on the same terms and conditions, including the same Offer Price, to:
a) all the issued PIL Shares, including those PIL Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror in connection with the Offer; and
(b) all new PIL shares unconditionally issued or to be issued pursuant to the valid exercise, prior to the close of the Offer, of any options (Options) granted under the Pacific Internet Limited 1999 Share Option Plan.
2.5 Unconditional Offer
-- The Offer is not subject to the satisfaction of any conditions.
3. Options
Under the rules of the Pacific Internet Limited 1999 Share Option Plan, the Options are not freely transferable by the holders thereof. In view of this restriction, the Offeror is not making an offer to acquire the Options pursuant to the Offer. Instead, the Offeror is making a concurrent proposal to the holders of the Options, the terms of which are set out in the Offer to Purchase. The Offeror will also be mailing the proposal to the holders of the Options in a separate letter on the same date of despatch as the Offer to Purchase.
4. Compulsory Acquisition
If, pursuant to the Offer, the Offeror purchases at least 90% of the PIL Shares, the Offeror intends to exercise its right under the Singapore Companies Act to compulsorily acquire those PIL Shares not tendered pursuant to the Offer. Upon completion of the compulsory acquisition, the Offeror would own all of the issued shares of PIL.
5. Information on the Offeror
The Offeror was incorporated in Bermuda on 22 June 2006 and is an investment holding company. The majority shareholder of the Offeror is Pacnet International Limited (formerly known as Connect International Limited) (CIL), an investment holding company incorporated in Bermuda which holds approximately 92.61% of the Offeror and is owned by a number of investment funds. The remaining minority shareholders of the Offeror are investment funds. Details of CIL and the other shareholders of the Offeror, the shareholders of CIL, the Offeror group and the officers of the Offeror are set out in the Offer to Purchase.
6. Information on PIL
6.1 PIL was incorporated in Singapore on 28 March 1995 and was listed on the Nasdaq Global Market on 5 February 1999.
6.2 On 25 October 2007, PIL applied to delist from the Nasdaq Global Market, which delisting took effect on 5 November 2007.
The effect of delisting is that PILs shares have been removed from the Nasdaq Global Market listing, that is, prices are no longer quoted for PILs shares and trades can no longer be executed over the exchange. On 4 February 2008, PIL became deregistered from the US Exchange Act. The effect of deregistration is that PILs reporting obligations (i.e., annual and other periodic reports) are terminated and certain provisions relating to corporate governance, share offerings, tender offers and shareholder reporting under the US Exchange Act no longer apply.
6.3 PIL is a leading Internet Service Provider of data, voice and video internet services with established presence in Singapore, Hong Kong, China, the Philippines, Australia, India, Thailand and Malaysia.
6.4 Based on publicly available information, as at 25 March 2008:
(a) PIL has an issued and paid-up share capital comprising 13,880,149 ordinary shares; and
(b) the Directors of PIL are William L. Barney, Brett Lay and Grace Guang.
6.5 Based on information provided to the Offeror by PIL, as at 24 March 2008, there were 175,500 outstanding options with an exercise price of S$16.92 under the Pacific Internet Limited 1999 Share Option Plan.
7. Rationale for the Offer
7.1 On 2 May 2007, the Offeror commenced a voluntary conditional general offer (the First Offer) for PIL at a final offer price of US$11.00 per share. At the final expiration of the First Offer on 12 July 2007 the Offeror had acquired approximately 88% of PIL. In the eight months following the First Offer, the Offeror purchased additional shares on the open market, at a price not exceeding US$11.00 per share, and raised its total holdings to approximately 90.78%.
7.2 Consequent on PILs delisting and deregistration, there is no longer a trading market for PIL shares. The Offeror therefore believes that this Offer is the only viable way to (a) give Shareholders liquidity on their shares so that each Shareholder can realise their investment and (b) take PIL private.
8. Acceptance of the Offer
Full details of the procedures for the tender of PIL Shares are set out in Section 3 of the Offer to Purchase.
9. Foreign Shareholders
The offer is open to all Shareholders. Although we are not aware of any applicable jurisdiction in which the making of this Offer or the acceptance by Shareholders in connection therewith would not be in compliance with the laws of such jurisdiction, Shareholders in any jurisdiction, other than Singapore or the United States of America, should inform themselves about, seek independent legal advice and comply with the applicable laws in their relevant jurisdiction.
10. Requests for Offer to Purchase
10.1 Shareholders who have questions, need assistance or require copies of the Offer to Purchase and related documents should contact Innisfree M&A Incorporated, the Information Agent for the Offer (the Information Agent) immediately at the following address and telephone numbers:
The Information Agent for the Offer is:
Innisfree
M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders Call Toll-Free:
(877) 825-8730 (from the U.S.A. and Canada)
00 800 7710 9971 (from the European Union)
Shareholders in Other Locations May Call Collect:
+(212) 750-5833 or +44 20 7710 9960
10.2 Shareholders should read carefully the Offer to Purchase and related materials because they contain important information about the Offer.
11. Responsibility Statement
11.1 The Directors of the Offeror (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate.
11.2 Where any information has been extracted from published or otherwise publicly available sources (including, without limitation, information relating to PIL), the sole responsibility of the Directors of the Offeror has been to ensure through reasonable enquiries that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected in this Announcement, and
they jointly and severally accept responsibility accordingly.
For and on behalf of
Pacnet Limited
27 March 2008
For more information, please contact:
Lorain Wong
Tel:
+852-2121-2973
Email: lorain.wong@pacnet.com
SOURCE Pacnet Limited
1. Commencement of the Offer
Pacnet Limited (formerly known as Connect Holdings Limited) (the Offeror) together with its principal shareholder and ultimate control persons wishes to announce the voluntary cash general offer (the Offer) for all the issued ordinary shares of Pacnet Internet (S) Limited (formerly known as Pacific Internet Limited) (PIL) other than those already owned by the Offeror (the PIL Shares). Full details of the Offer are contained in the offer to purchase document dated 27 March 2008 (the Offer to Purchase) to be despatched to all holders of PIL Shares (the Shareholders) together with the letter of transmittal (Letter of Transmittal) and other related offer documents.
2. The Offer
2.1 Offer Terms -- As at the date of this Announcement, the Offeror owns and/or has an interest in an aggregate 12,599,754 PIL shares, representing approximately 90.78% of the issued share capital of PIL based on 13,880,149 issued shares of PIL as at 25 March 2008. Full details of the Offerors dealings in PIL shares are set out in Schedule A of the Offer to Purchase.
2.2 Offer Price
-- The Offer is made on the following basis:
-- For each PIL Share: US$11.20 net in cash, without interest (the Offer Price).
The Offer Price represents a premium of approximately 6.67% over the closing price per PIL share on the Nasdaq Global Market of US$10.50 as at 2 November 2007, being the final trading day prior to the delisting of PILs shares.
2.3 Closing Date of the Offer
-- The closing date of this Offer is:
12:00 midnight New York City time on 24 April 2008, 12:00 noon Singapore time on 24 April 2008, or such later date(s) as may be announced by the Offeror.
2.4 PIL Shares
-- The Offer will be extended, on the same terms and conditions, including the same Offer Price, to:
a) all the issued PIL Shares, including those PIL Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror in connection with the Offer; and
(b) all new PIL shares unconditionally issued or to be issued pursuant to the valid exercise, prior to the close of the Offer, of any options (Options) granted under the Pacific Internet Limited 1999 Share Option Plan.
2.5 Unconditional Offer
-- The Offer is not subject to the satisfaction of any conditions.
3. Options
Under the rules of the Pacific Internet Limited 1999 Share Option Plan, the Options are not freely transferable by the holders thereof. In view of this restriction, the Offeror is not making an offer to acquire the Options pursuant to the Offer. Instead, the Offeror is making a concurrent proposal to the holders of the Options, the terms of which are set out in the Offer to Purchase. The Offeror will also be mailing the proposal to the holders of the Options in a separate letter on the same date of despatch as the Offer to Purchase.
4. Compulsory Acquisition
If, pursuant to the Offer, the Offeror purchases at least 90% of the PIL Shares, the Offeror intends to exercise its right under the Singapore Companies Act to compulsorily acquire those PIL Shares not tendered pursuant to the Offer. Upon completion of the compulsory acquisition, the Offeror would own all of the issued shares of PIL.
5. Information on the Offeror
The Offeror was incorporated in Bermuda on 22 June 2006 and is an investment holding company. The majority shareholder of the Offeror is Pacnet International Limited (formerly known as Connect International Limited) (CIL), an investment holding company incorporated in Bermuda which holds approximately 92.61% of the Offeror and is owned by a number of investment funds. The remaining minority shareholders of the Offeror are investment funds. Details of CIL and the other shareholders of the Offeror, the shareholders of CIL, the Offeror group and the officers of the Offeror are set out in the Offer to Purchase.
6. Information on PIL
6.1 PIL was incorporated in Singapore on 28 March 1995 and was listed on the Nasdaq Global Market on 5 February 1999.
6.2 On 25 October 2007, PIL applied to delist from the Nasdaq Global Market, which delisting took effect on 5 November 2007.
The effect of delisting is that PILs shares have been removed from the Nasdaq Global Market listing, that is, prices are no longer quoted for PILs shares and trades can no longer be executed over the exchange. On 4 February 2008, PIL became deregistered from the US Exchange Act. The effect of deregistration is that PILs reporting obligations (i.e., annual and other periodic reports) are terminated and certain provisions relating to corporate governance, share offerings, tender offers and shareholder reporting under the US Exchange Act no longer apply.
6.3 PIL is a leading Internet Service Provider of data, voice and video internet services with established presence in Singapore, Hong Kong, China, the Philippines, Australia, India, Thailand and Malaysia.
6.4 Based on publicly available information, as at 25 March 2008:
(a) PIL has an issued and paid-up share capital comprising 13,880,149 ordinary shares; and
(b) the Directors of PIL are William L. Barney, Brett Lay and Grace Guang.
6.5 Based on information provided to the Offeror by PIL, as at 24 March 2008, there were 175,500 outstanding options with an exercise price of S$16.92 under the Pacific Internet Limited 1999 Share Option Plan.
7. Rationale for the Offer
7.1 On 2 May 2007, the Offeror commenced a voluntary conditional general offer (the First Offer) for PIL at a final offer price of US$11.00 per share. At the final expiration of the First Offer on 12 July 2007 the Offeror had acquired approximately 88% of PIL. In the eight months following the First Offer, the Offeror purchased additional shares on the open market, at a price not exceeding US$11.00 per share, and raised its total holdings to approximately 90.78%.
7.2 Consequent on PILs delisting and deregistration, there is no longer a trading market for PIL shares. The Offeror therefore believes that this Offer is the only viable way to (a) give Shareholders liquidity on their shares so that each Shareholder can realise their investment and (b) take PIL private.
8. Acceptance of the Offer
Full details of the procedures for the tender of PIL Shares are set out in Section 3 of the Offer to Purchase.
9. Foreign Shareholders
The offer is open to all Shareholders. Although we are not aware of any applicable jurisdiction in which the making of this Offer or the acceptance by Shareholders in connection therewith would not be in compliance with the laws of such jurisdiction, Shareholders in any jurisdiction, other than Singapore or the United States of America, should inform themselves about, seek independent legal advice and comply with the applicable laws in their relevant jurisdiction.
10. Requests for Offer to Purchase
10.1 Shareholders who have questions, need assistance or require copies of the Offer to Purchase and related documents should contact Innisfree M&A Incorporated, the Information Agent for the Offer (the Information Agent) immediately at the following address and telephone numbers:
The Information Agent for the Offer is:
Innisfree
M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders Call Toll-Free:
(877) 825-8730 (from the U.S.A. and Canada)
00 800 7710 9971 (from the European Union)
Shareholders in Other Locations May Call Collect:
+(212) 750-5833 or +44 20 7710 9960
10.2 Shareholders should read carefully the Offer to Purchase and related materials because they contain important information about the Offer.
11. Responsibility Statement
11.1 The Directors of the Offeror (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate.
11.2 Where any information has been extracted from published or otherwise publicly available sources (including, without limitation, information relating to PIL), the sole responsibility of the Directors of the Offeror has been to ensure through reasonable enquiries that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected in this Announcement, and
they jointly and severally accept responsibility accordingly.
For and on behalf of
Pacnet Limited
27 March 2008
For more information, please contact:
Lorain Wong
Tel:
+852-2121-2973
Email: lorain.wong@pacnet.com
SOURCE Pacnet Limited
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