BREAKING: INFOPRO TO ACQUIRE HAYNES PUBLISHING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

13 February 2020

RECOMMENDED CASH ACQUISITION

Haynes Publishing Group P.L.C. (“Haynes”)

Infopro Digital (Holdco) Ltd (“Bidco”) a wholly-owned subsidiary of Infopro Digital Group B.V. (“Infopro Digital”)

Summary

The boards of Infopro Digital and Haynes are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Haynes by Bidco. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
Under the terms of the Acquisition, Haynes Shareholders shall be entitled to receive 700 pence in cash for each Haynes Share held, representing a premium of approximately:
62.4 per cent. to the closing price per Haynes Share of 431.0 pence on 12 February 2020 (being the latest practicable date prior to publication of this Announcement);
72.8 per cent. to the closing price per Haynes Share of 405.0 pence on 14 November 2019 (being the latest practicable date prior to announcement of Haynes’ Formal Sale Process);
67.5 per cent. to the volume weighted average price per Haynes Share of 418.0 pence for the three month period ended 12 February 2020 (being the latest practicable date prior to publication of this Announcement); and
120.1 per cent. to the volume weighted average price per Haynes Share of 318.0 pence for the twelve month period ended 12 February 2020 (being the latest practicable date prior to publication of this Announcement).
The Acquisition values the entire issued ordinary share capital of Haynes at approximately £114.5 million on a fully diluted basis.
The Haynes Directors, who have been so advised by Europa Partners as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Haynes Directors, Europa Partners has taken into account the commercial assessments of the Haynes Directors. Europa Partners is providing independent financial advice to the Haynes Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Haynes Directors intend to recommend unanimously that Haynes Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Haynes Directors have irrevocably undertaken to do in respect of their own beneficial holdings (for the avoidance of doubt, not including the interests covered by the irrevocable undertakings of Family members and Family Settlements summarised directly below) of 79,671 Haynes Shares representing, in aggregate, approximately 0.5 per cent. of Haynes’ issued ordinary share capital (excluding all treasury shares).
Infopro Digital and Bidco have also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Haynes Family members and Family Settlements in respect of a total of 11,115,608 Haynes Shares representing, in aggregate, approximately 73.5 per cent. of Haynes’ issued ordinary share capital (excluding all treasury shares).
Infopro Digital and Bidco have also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from CriSeren Investments Ltd and Stancroft Trust Ltd in respect of a total of 728,666 Haynes Shares representing, in aggregate, approximately 4.8 per cent. of Haynes’ issued ordinary share capital (excluding all treasury shares).
In addition, Infopro Digital and Bidco have received a letter of intent from AXA Investment Managers UK Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 450,000 Haynes Shares, representing, in aggregate, approximately 3.0 per cent. of Haynes’ issued ordinary share capital (excluding all treasury shares).
Infopro Digital and Bidco have therefore received irrevocable undertakings or letters of intent in respect of a total of 12,373,945 Haynes Shares representing, in aggregate, approximately 81.8 per cent. of Haynes’ issued ordinary share capital (excluding all treasury shares).
Further details of these irrevocable undertakings (and the circumstances in which they shall cease to be binding or otherwise fall away) and letters of intent are set out in Appendix III to this Announcement.
The cash consideration payable by Bidco will be funded from existing cash resources of Infopro Digital.

Raymond James, Infopro Digital’s financial adviser, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Haynes Shareholders under the terms of the Acquisition.

Timetable and Conditions

The Acquisition shall be put to Haynes Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Haynes Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Haynes Shares voted. In addition, a special resolution implementing the Scheme must be passed by Haynes Shareholders representing at least 75 per cent. of votes cast at the General Meeting.
The Acquisition is subject to the further conditions and terms set out in Appendix I to this Announcement. It is expected that the Scheme will become effective in April 2020.
The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, shall be published as soon as practicable and is currently expected to be posted to Haynes Shareholders in early March 2020. The Court Meeting and the General Meeting are expected to be held in March or April 2020.

Commenting on the Acquisition, Eddie Bell, Chairman of the Haynes Board, said:

“Haynes has made a highly successful strategic transition to become one of the leading suppliers of content, data and innovative workflow solutions for the automotive industry and motorists. Its strategy and operational execution over the past five years have translated into strong financial performance and shareholder value creation. The Haynes Board believes that the markets it serves have great potential for Haynes’ future growth and development, and that a combination with Infopro Digital will provide Haynes with the scale, capabilities and resources to ensure that it stays at the forefront of these markets and maximises its potential. The proposal from Infopro Digital reflects these opportunities and represents an attractive opportunity for Haynes Shareholders to crystallise an immediate and certain value in cash for their shareholdings, at a significant premium to current and historical share price trading levels.”

Commenting on the Acquisition, Christophe Czajka, Founder and Executive Chairman of Infopro Digital, said:

“At Infopro Digital we have long respected Haynes’ spirit of innovation and its reputation for excellence. With a deeply complementary product set and geographic footprint, the combined companies have an opportunity to serve our clients more effectively and to build on both organisations’ history of creating innovative, transformative products that the automotive industry has come to value. We are committed to working together to create a company that will continue to help define the future of automotive data.”

This summary should be read in conjunction with the full text of this Announcement. The Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertakings and letters of intent received in relation to the Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

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