Home >> News: April 10th, 2012 >> Story
Satnews Daily
April 10th, 2012

Cobham + Thrane & Thrane... Acquiring Minds Wish To Know (Business)

[SatNews] Cobham announced on March 12th, 2012, that it had withdrawn its proposal to the...

...Board of Thrane & Thrane regarding a possible recommended offer for Thrane & Thrane at a price of DKK420 per share in cash, as the Board of Thrane & Thrane felt unable to recommend its proposal. In that announcement, Cobham reserved the right to reconsider its position at any time, stating that its strategy is to build market leadership positions in its strategic business units, by investing in technology. SATCOM is one such technology and Thrane & Thrane remains an attractive potential partner. Cobham has therefore continued to follow events at Thrane & Thrane with interest.

Cobham has been active in the SATCOM market for many years and has worked with Thrane & Thrane during this time and has been in discussions with it over the last year with a view to a combination of the two businesses. The combination of Thrane & Thrane with Cobham’s SATCOM businesses is highly complementary and would give the combined operation increased technology advantage and scale in maritime, land and airborne SATCOM systems. Routes to market for the two businesses would be combined so that more customers would have easier access to a wider range of equipment, including highly competitive integrated solutions with equipment from both companies.

The existing engineering centre of excellence in Denmark would be strengthened and therefore able to focus on and accelerate the marketing and development of the next generation of products. With 100 percent ownership of the business, management responsibility for the combined maritime SATCOM business, which would include Cobham’s Sea Tel marine SATCOM business, would be transferred to Thrane & Thrane in Denmark. Sea Tel is Cobham’s largest SATCOM business unit.

John Devaney, Executive Chairman of Cobham, said, “Following our discussions with Thrane & Thrane over the last year, this is an outstanding opportunity to bring together two world-class, highly complementary SATCOM businesses and represents an attractive offer for shareholders. Together, the two businesses could offer more customers a wider range of equipment and increase the support we give to our service providers. It would be our intention to invest further in Denmark and, as a mark of our commitment, we would transfer management responsibility of our largest SATCOM business to Thrane & Thrane in Denmark on full ownership of the business, and combine our engineering capabilities to bring new products to the market. Thrane & Thrane would have an enhanced future as part of Cobham.”

Cobham is being advised in relation to the Offer by Danske Bank Corporate Finance and Gleacher Shacklock LLP. Cobham has also received financial advice from Bank of America Merrill Lynch. The highlights of the Offer include...

  • An offer price of DKK420 in cash for each share of Thrane & Thrane, valuing the share capital of Thrane & Thrane on a fully diluted basis at DKK2,419 million (approximately £270 million)
  • The Offer is final and will not be increased, except that Cobham reserves the right to increase the Offer if there is an announcement on or after the date hereof of an offer or a possible offer for Thrane & Thrane by a third party offeror or potential offeror
  • The Offer price of DKK420 represents a premium of:
    • 43 percent tthe closing price per share as derived from the Nasdaq OMX Copenhagen A/S on 24 February 2012(*); 56 percent tthe average closing price per share as derived from the Nasdaq OMX Copenhagen A/S during the three months up tand including 24 February 2012(*)
    • 70 percent tthe average closing price per share as derived from the Nasdaq OMX Copenhagen A/S during the six months up tand including 24 February 2012(*)
    • (*) 24 February 2012 being the last trading day on the Nasdaq OMX Copenhagen A/S prior to Thrane & Thrane’s 27 February 27, 2012, announcement that it had received an unsolicited offer for the Company
  • The Offer price of DKK420 represents a multiple of 14.8x EBIT for the twelve month period up t31 January 2012. The Offer will be conditional only on customary and routine closing conditions, acceptances of more than 50 percent of the issued share capital including Cobham’s existing shareholding and regulatory approvals tbe detailed in the offer document (the “Offer Document”)
    • There will be a dial-in investor conference call at 10:00 BST (11:00 CET) on April 10, 2012. Dial in details:

      • UK Free Call 0800 073 1806
      • International and UK Standard +44 (0) 1452 561 263
      • Conference ID 69905266