Auckland Airport receives CPPIB takeover notice

16 November 2007

Auckland Airport receives CPPIB takeover notice and seeks all other takeover offers

See also formal notice in PDF Format
http://img.scoop.co.nz/media/pdfs/0711/CPPIBNotice_of_Intention16nov07.pdf

Auckland International Airport Limited (Auckland Airport) has today received a takeover notice from NZ Airport NC Limited (NZ Airport), a related company of Canada Pension Plan Investment Board (CPPIB). The takeover notice was expected following the announcement by CPPIB on 7 November.

A copy of the takeover notice is attached. NZ Airport intends to make a partial takeover offer for 39.53% of the total issued ordinary shares of Auckland Airport at an offer price of $3.6555 per share. The offer will be subject to a number of conditions, including shareholder approval under Rule 10 of the Takeovers Code. This approval will be obtained if Auckland Airport shareholders who approve NZ Airport making the offer hold more voting rights in Auckland Airport than are held by Auckland Airport shareholders who object to NZ Airport making the offer.

The takeover offer is expected to be mailed to shareholders on Friday, 14 December and be open for a period of 90 days.

The Board is currently evaluating the takeover notice. The Board is seeking the Takeovers Panel's approval to the appointment of an independent adviser and will announce such appointment as soon as approval has been obtained from the Panel.

The Board will also seek detailed advice on the new offer. Details of the Board’s views on the offer will be included in the Target Company Statement which is also expected to be mailed to shareholders before Christmas. This will include a copy of the independent adviser’s report.

The Board of Auckland Airport has also asked its financial advisors to seek all other takeover offers for the company.

Chairman John Maasland said that the directors wanted to make sure all interested parties were aware of the opportunity to take a stake of this nature in the company.

Mr. Maasland said the Board believes that potential investors in Auckland Airport have had extensive opportunities to express their intentions in relation to the company – especially as Auckland Airport had made the details of a specific proposal available to the market in order to encourage other parties to submit better proposals.

“While we have had discussions with more than 10 parties over the past 18 months, covering a range of local and international entities, these discussions were largely on the basis of a restructuring rather than a takeover.

Now that we have received a formal takeover notice from NZ Airport, in the interests of shareholders we want to ensure that all parties have an opportunity to consider this approach.

We have therefore asked First NZ Capital and Credit Suisse to actively solicit takeover offers and will inform shareholders of the outcome of this process”.

Directors recommend that Auckland Airport shareholders await the takeover offer being made and full details of the company’s assessment of the offer, including the Board’s recommendation and the independent adviser’s report, before taking further action.

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