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Integra brochure
(pdf - 1.6 mb)


March 27, 2014

Possible acquisition of Integra Group

Integra Group (“Integra” or the “Company”) announces that it has received a proposal from certain members of the Integra management team (the “Participants”) providing the outline terms of an acquisition of Integra through a merger of Integra with a company (“Bidco”) formed by the Participants (the “Merger”).
The Participants and their affiliates collectively beneficially own directly or indirectly approximately 30% of the issued Class A Common shares of Integra.
If the Merger were to proceed, it is anticipated that the Company would enter into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Bidco pursuant to which the shares of the Company which the Participants do not own, directly or indirectly, would be acquired for US$10 per Class A Common share or US$20 per Global Depositary Receipt (“GDR”). Each GDR represents 2 Class A Common shares. This represents a 33.3% premium over the closing price of US$15 per GDR as quoted by the London Stock Exchange on 25th March 2014, the last trading day prior to this announcement. The consideration to be paid to holders of Class A Common shares and GDRs implies an equity value of the Company of approximately US$89.7 million, on a fully diluted basis.
The Company's board of directors has formed an independent committee (the “Independent Directors”) composed solely of directors of the Company who are unaffiliated with Bidco or any of the Participants to negotiate exclusively the terms of the Merger Agreement with the assistance of its financial and legal advisers.
The implementation of the Merger Agreement remains subject to a number of pre-conditions, including completion of debt financing arrangements by Bidco and unanimous recommendation by the board of Integra. Completion of the Merger would be subject to Integra shareholder approval and regulatory and anti-trust approvals.
The Independent Directors urge holders of shares in Integra and GDRs to take no action in respect of the potential acquisition of Integra.
Deutsche Bank AG, London Branch is acting as exclusive financial adviser to the Independent Directors. Latham & Watkins LLP is acting as legal adviser to the Independent Directors.
ENDS
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and is authorised and subject to limited regulation by the Financial Conduct Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FCA are available on request.
 
For further information please contact:

Andrew Chulack
Managing Director
Head of Global Banking Russia and CIS
Deutsche Bank AG    Tel: +7 495 6420653