Autoliv Increases Vertical Integration; Makes Tender Offer for Webbing Supplier
29 August 1997
Autoliv Increases Vertical Integration; Makes Tender Offer for Webbing Supplier
STOCKHOLM, Aug. 29 -- The Autoliv Group
-- a worldwide leader in automotive safety -- and
Marling Industries p.l.c. -- a world-leading supplier of seat belt webbing --
have reached an agreement on the terms of a recommended cash offer, to be made
by Enskilda Securities on behalf of Autoliv, to acquire the whole of the
issued share capital of Marling. The Offer will be made on the basis of 17
pence in cash for each Marling Share and values the whole of the issued share
capital of Marling at approximately 31 million pounds (US $50 million).
As is usual under UK practice, the Offer will become unconditional upon
acceptance by the holders of not less than 90 percent of the Marling Shares
(although Autoliv could reduce this requirement to not less than 50 percent of
the shares) and satisfaction of certain other conditions. Autoliv has
received irrevocable undertakings from the President and Directors of Marling
and certain family interests as well as the largest shareholders to accept the
Offer in respect of aggregate holdings amounting to 45,450,549 Marling Shares
representing approximately 25 percent of the issued share capital of Marling
Industries.
Commenting on the Offer, Gunnar Bark, Chairman and Chief Executive Officer
of Autoliv Inc., said:
"The proposed acquisition of Marling is yet another step in our strategy
of increased vertical integration. We have had a very long and productive
business relationship with Marling as a supplier of webbing for our seat
belts. It is therefore logical for us to make this Offer and we are pleased
that our Offer has been recommended by the Marling Board. We look forward to
welcoming Marling and its employees to our Group."
Commenting on the Offer, Paddy Linaker, Chairman of Marling said:
"We believe that the Offer fairly recognizes Marling's value and not only
provides shareholders with a substantial premium compared with the current
share price but also ensures that Marling will benefit from being a part of
the much larger Autoliv Group, a leading participant in the global car
occupant restraint systems industry."
Background to and reasons for Offer
Autoliv currently holds a 20 percent investment in Marling's seat belt
webbing division which operates from plants in the Netherlands, Australia and
Canada with joint ventures in China and Malaysia.
A number of other major manufacturers of car occupant restraint systems
have their own seat belt webbing production and, through this Offer, Autoliv's
management expects to ensure its own supply of webbing in the long term.
The management of Autoliv believes that Marling's activities are
complementary to those of Autoliv and as a result both groups should benefit
from the proposed change of ownership.
Information on Marling
Marling also manufactures high performance industrial textiles, narrow
fabrics and height safety systems.
Marling's key markets are continental Europe, the UK, Australasia and the
Americas and its customers include the world's major manufacturers of car
occupant restraint systems. For the year ended March 31, 1997, Marling
reported turnover of 62.7 million pounds (US $100 million) and operating
profit before exceptional charges of 3.5 million pounds (US $6 million). The
loss before taxation and after exceptional items was 5.2 million pounds
(US $8 million). Marling's net assets and net debt as of March 31, 1997, were
10.4 million pounds (US $17 million) and 9.6 million pounds (US $16 million),
respectively.
In compliance with local regulations, the Offer will not be made, directly
or indirectly, in or into, or by use of the mails or any other means or
instrumentality (including, without limitations, facsimile transmission, telex
or telephone) of interstate of foreign commerce of, or any facilities of a
national securities exchange of, the United States, and will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within the United States. Nor will the Offer be made in or into Canada,
Australia or Japan.
Autoliv Inc. manufactures airbags for driver, passenger and side-impact
applications; inflatable knee bolsters, seat belts, pretensioners, steering
wheels, seat components, child seats, sensors and electronics for virtually
all major automotive manufacturers in the world. Autoliv Inc. has more than
50 wholly-owned subsidiaries and joint ventures with 16,000 employees in 25
vehicle-producing countries. In addition, the company has more research and
development centers around the world, including 14 test tracks, than any other
automotive safety supplier. Sales in 1996 amounted to US $3.2 billion
and net income to US $174 million. The company's shares are listed on
the New York Stock Exchange , its Swedish Depository Receipts on
the Stockholm Stock Exchange (SSE: ALIV) and its stock options on the Chicago
Board Options Exchange (CBOE: ALV).
SOURCE Autoliv Inc.