SKYWEST takeover offer accepted.
Thread Starter
SKYWEST takeover offer accepted.
This is from www.skywest.com.au
Media Release
6 December 2004
CVC Offer Update
The Board of Skywest Limited has been informed that major shareholders in the company intend to accept or have recently accepted the takeover bid of CaptiveVision Capital.
Acceptance of the Offer by these shareholders would give CVC voting rights in Skywest of over 40 per cent. Following receipt of this information, Mr Pat Ryan and Mr Clive Hartz, who are directors of the Company, and persons associated with them, who together hold in excess of 8,500,000 Skywest shares (being ASX coded SKWN), informed the Board that, as a result of CVC achieving what they considered to be effective control of Skywest, they intend to accept the bid today. Following these acceptances, CVC will hold approximately 48% voting power in Skywest.
CVC has offered 23 cents per share for the ordinary shares of Skywest on issue at 27th April 2004. This Offer - which does not include the recently issued shares ("SKW") or previously issued convertible notes - is due to close at 5pm today WST.
The Board is considering the impact of these developments on holders of other securities, particularly Convertible Notes and Options, and will provide information to these security holders as soon as possible.
The Board continues to hold the position that the CVC offer does not reflect the value of Skywest Limited. In light of the level of voting power which CVC has or may have the Bid class shareholders ("SKWN") may wish to reconsider their position.
P E Ryan
Chairman
I would think it matters little what the board continues to believe!
Skywest shares are trading at 17 cents today.
Media Release
6 December 2004
CVC Offer Update
The Board of Skywest Limited has been informed that major shareholders in the company intend to accept or have recently accepted the takeover bid of CaptiveVision Capital.
Acceptance of the Offer by these shareholders would give CVC voting rights in Skywest of over 40 per cent. Following receipt of this information, Mr Pat Ryan and Mr Clive Hartz, who are directors of the Company, and persons associated with them, who together hold in excess of 8,500,000 Skywest shares (being ASX coded SKWN), informed the Board that, as a result of CVC achieving what they considered to be effective control of Skywest, they intend to accept the bid today. Following these acceptances, CVC will hold approximately 48% voting power in Skywest.
CVC has offered 23 cents per share for the ordinary shares of Skywest on issue at 27th April 2004. This Offer - which does not include the recently issued shares ("SKW") or previously issued convertible notes - is due to close at 5pm today WST.
The Board is considering the impact of these developments on holders of other securities, particularly Convertible Notes and Options, and will provide information to these security holders as soon as possible.
The Board continues to hold the position that the CVC offer does not reflect the value of Skywest Limited. In light of the level of voting power which CVC has or may have the Bid class shareholders ("SKWN") may wish to reconsider their position.
P E Ryan
Chairman
I would think it matters little what the board continues to believe!
Skywest shares are trading at 17 cents today.
The board and CEO may be soon getting ready to pack their bags...
Quote:
FOREIGN BIDDERS WIN THE DOGFIGHT FOR SKYWEST
Neale Prior - The West Australian 07DEC04
Skywest yesterday surrendered to an eight-month takeover battle with CaptiveVision Capital as two senior directors flagged they would accept the offer after a disappointing sharemarket listing which has left investors carrying big paper losses.
Skywest chairman Pat Ryan and non-executive director Clive Hartz said they intended to accept CVC's 23-a-share offer after other major shareholders, including so-called white knight investor Greenpath Holdings, decided to sell into the bid.
The sales are likely to give CVC at least 48 per cent of Skywest but threaten to strand investors who poured $6.3 million into the company through recent capital raisings as minority shareholders in a foreign-owned airline. This is because the bid only included Skywest shares on issue when the battle began in April.
Skywest shares issued as part of the float at 21 fell yesterday after news of the capitulation to finish 2 lower at 19 - leaving investors in the Patersons Securities-backed listing nearly 20 per cent out of pocket.
Skywest directors decided two months ago to plough on with a rights issue and related pre-float capital raising despite CVC having lifted its takeover bid from 21 a share to 23 - a figure 2 above the float price but 1 below the preferred value put on Skywest in its target statement by PricewaterhouseCoopers.
The takeover is likely to see major changes in the management and boardroom of Skywest, with Mr Ryan and managing director Scott Henderson having played key roles in the vigorous defence of what became one of the most bitter corporate stoushes in recent years.
It resulted in Skywest making four successful applications to the Takeovers Panel against the suitor, including those relating to former Skywest chief financial officer Craig Lovelady providing information to his old friend and CVC chief executive Jeff Chatfield.
Even as late as the company's annual meeting last week, Mr Ryan maintained his attacks on the Singapore-based CVC, describing its conduct as "disgraceful in an era when corporate governance had come to the fore" and claimed CVC had flouted the rules.
Mr Ryan stood by his comments yesterday and said he was likely to resign at the appropriate time. "It is not necessarily appropriate for the current board to resign until the bid is over," he said.
"I think you can take that it is unlikely that I will be invited to stay and it is equally unlikely that I would accept if it were offered."
Mr Chatfield said he spoke to Mr Henderson yesterday and told the airline's managing director that he would talk to him tomorrow.
Mr Chatfield said Mr Henderson had told him the incumbent board considered itself in caretaker mode.
"I said I wanted minimal disruption to the business, assets and employees," Mr Chatfield said.
When asked whether the current hierarchy would be removed, Mr Chatfield said: "We talked about there being change to the board."
Mr Chatfield last week voted against Mr Ryan's re-election to the Skywest board, but CVC was overwhelmed after recent acceptances of its bid were not recognised in the voting.
Among those votes not recognised as CVC's were shares sold into the bid that day by Patersons Securities corporate adviser Peter Evans, a seed investor when Skywest was bought out of Ansett in 2002.
Mr Evans declined to comment yesterday.
Quote:
FOREIGN BIDDERS WIN THE DOGFIGHT FOR SKYWEST
Neale Prior - The West Australian 07DEC04
Skywest yesterday surrendered to an eight-month takeover battle with CaptiveVision Capital as two senior directors flagged they would accept the offer after a disappointing sharemarket listing which has left investors carrying big paper losses.
Skywest chairman Pat Ryan and non-executive director Clive Hartz said they intended to accept CVC's 23-a-share offer after other major shareholders, including so-called white knight investor Greenpath Holdings, decided to sell into the bid.
The sales are likely to give CVC at least 48 per cent of Skywest but threaten to strand investors who poured $6.3 million into the company through recent capital raisings as minority shareholders in a foreign-owned airline. This is because the bid only included Skywest shares on issue when the battle began in April.
Skywest shares issued as part of the float at 21 fell yesterday after news of the capitulation to finish 2 lower at 19 - leaving investors in the Patersons Securities-backed listing nearly 20 per cent out of pocket.
Skywest directors decided two months ago to plough on with a rights issue and related pre-float capital raising despite CVC having lifted its takeover bid from 21 a share to 23 - a figure 2 above the float price but 1 below the preferred value put on Skywest in its target statement by PricewaterhouseCoopers.
The takeover is likely to see major changes in the management and boardroom of Skywest, with Mr Ryan and managing director Scott Henderson having played key roles in the vigorous defence of what became one of the most bitter corporate stoushes in recent years.
It resulted in Skywest making four successful applications to the Takeovers Panel against the suitor, including those relating to former Skywest chief financial officer Craig Lovelady providing information to his old friend and CVC chief executive Jeff Chatfield.
Even as late as the company's annual meeting last week, Mr Ryan maintained his attacks on the Singapore-based CVC, describing its conduct as "disgraceful in an era when corporate governance had come to the fore" and claimed CVC had flouted the rules.
Mr Ryan stood by his comments yesterday and said he was likely to resign at the appropriate time. "It is not necessarily appropriate for the current board to resign until the bid is over," he said.
"I think you can take that it is unlikely that I will be invited to stay and it is equally unlikely that I would accept if it were offered."
Mr Chatfield said he spoke to Mr Henderson yesterday and told the airline's managing director that he would talk to him tomorrow.
Mr Chatfield said Mr Henderson had told him the incumbent board considered itself in caretaker mode.
"I said I wanted minimal disruption to the business, assets and employees," Mr Chatfield said.
When asked whether the current hierarchy would be removed, Mr Chatfield said: "We talked about there being change to the board."
Mr Chatfield last week voted against Mr Ryan's re-election to the Skywest board, but CVC was overwhelmed after recent acceptances of its bid were not recognised in the voting.
Among those votes not recognised as CVC's were shares sold into the bid that day by Patersons Securities corporate adviser Peter Evans, a seed investor when Skywest was bought out of Ansett in 2002.
Mr Evans declined to comment yesterday.
Thread Starter
So does that mean they put the names on the doors using post it notes?
I see the share price has soared by half a cent to 0.175 today!
Some more information about Captive Vision Capital would be useful. Are they "independent" or owned by Temasek people or SIA connections?
Certainly interesting times ahead.
I see the share price has soared by half a cent to 0.175 today!
Some more information about Captive Vision Capital would be useful. Are they "independent" or owned by Temasek people or SIA connections?
Certainly interesting times ahead.
Sprucegoose
Join Date: Sep 2000
Location: Hughes Point, where life is great! Was also resident on page 13, but now I'm lost in Cyberspace....
Age: 59
Posts: 3,485
Likes: 0
Received 1 Like
on
1 Post
Temasek? Are they the one's tied up with Rex?
If so that would be very, very interesting times ahead...
Cheers, HH.
If so that would be very, very interesting times ahead...
Cheers, HH.
Thread Starter
Temasek is the "investment arm" of the Singapore Government. As I understand it. Have a look down the back of an SIA aircraft and you will see the plate stamped with Temasek Holdings.
http://www.temasekholdings.com.sg/
I just wondered about CVC as they are also Singaporean. Nothing happens by chance in Singapore and there are no coincidences. Yes, I am cynical.
So does anyone know anymore about CVC?
http://www.temasekholdings.com.sg/
I just wondered about CVC as they are also Singaporean. Nothing happens by chance in Singapore and there are no coincidences. Yes, I am cynical.
So does anyone know anymore about CVC?
Headline Skywest Eyes Asian Link
Date December 11th, 2004
Source The West Australian
Skywest Eyes Asian Link
New board may have ambitions to take operations much further than regional WA
The future of airline services in regional WA now lies in the hands of a Singaporean company that has its eye on Asian destinations but needs to build some bridges in WA after one of the most bruising takeover fights in recent memory.
After eight months of bitter wrangling and recriminations, the Singapore-based CaptiveVision Capital this week obtained control of Skywest and its WA-raised chief executive Jeff Chatfield has even reached an agreement with the Skywest incumbent board for an orderly handover of power.
Word from both the incumbent Skywest camp and CaptiveVision Capital is that they are trying to ensure a smooth transition.
"We're not pursuing a scorched earth policy, we have worked too hard to build this airline up again," said one Skywest supporter instrumental in rescuing the regional operation from the wreckage of Ansett three years ago.
Yet there is concern in regional WA in light of Skywest changing hands again and falling under control of a Singapore-based company with eyes on expanding the regional operation into overseas destinations, such as Singapore and China.
The importance of airline services to regional WA was highlighted when Skywest was enmeshed in the collapse of Ansett in September 2001 and flights were suspended. One observer described Skywest's fall into administration as a "near-death experience for regional WA".
Esperance Shire president Ian Mickel said the regional airline was not a luxury. "It is really our linkage with the social and commercial heart of WA," he said.
With a new board coming into Skywest and the group under new control, new relationships would have to be built. "There is some anxiety but we look forward to having the same strong relationship in the past," he said.
In the heat of the takeover fight in June, a company headed by West Perth accountant Geoff Hick built a blocking stake in the airline.
Mr Hick said at the time he was representing a syndicate of business people from regional centres and with interests in regional development who wanted to preserve Skywest but he has refused to identify the mystery regional backers.
But less than a fortnight after Skywest's November 23 listing on the stock exchange to a lukewarm reception from the market and then a wave of selling through broker Patersons Securities, the Hick-led syndicate sold into the CVC takeover bid.
Mr Hick said members of his syndicate wanted to support the WA airline through to its float and they had hoped the airline's brokers would be able to attract institutional and stockbroker support after it hit the market. Skywest's disappointing performance had ensured CVC's success.
"We hope they will continue to act in the interests of regional WA," Mr Hick said. "We have our doubts."
The words in CVC's takeover documents should soothe patrons of Skywest, phrases such as continue the business of Skywest, preserve the operational management, continue with the air operations of the airline and support and enhance the aviation industry of WA.
But some of CVC's actions during the bid hardly covered it in glory, with it copping a pasting in the Takeovers Panel after Skywest cried foul about information sent to it by Skywest's chief information officer Craig Lovelady, a former director of CVC and a mate of Mr Chatfield's going back to their days at Hale School.
The panel found the suitor had breached takeover rules, misled the airline's shareholders and was "clearly and knowingly" in possession of sensitive financial information from Mr Lovelady. It described discussions between Mr Lovelady and CVC as "extremely unusual and aspects of it were inappropriate".
The panel said it would consider referring aspects of the saga to the Australian Securities & Investments Commission, which was also to be sent information about the conduct of CVC's adviser Stefan Saw over apparent breaches of the Corporations Act relating to phone calls to shareholders during takeovers.
It is believed ASIC is now investigating the leaked information affair, a probe that should stand or fall regardless of who is calling the shots at Skywest.
CVC has obtained, for less than $15 million, control of an airline group that has just one of six high capacity air operators certificates - accreditation that can costs millions of dollars and several years to build and which can be relatively easily upgraded to cover the larger aircraft used on overseas routes.
The future of Skywest now looks to be tied to the backers of CVC, with the Singapore-listed company aircraft sales and leaseback group A-Sonic Aerospace looking at establishing business collaboration arrangements with Skywest in maintenance, engineering and supply of aircraft systems.
CVC said in a supplementary bidder's statement released in September that the suitor would work closely with A-Sonic and another CVC backer China Xpress to "determine how best these parties may be able to assist and develop Skywest and its business".
"Such assistance could include further developing Skywest's charter and freight operations and providing regional routes throughout Asia and Australia," CVC said.
Mr Chatfield was this week reluctant to discuss future developments at Skywest pending the official handing over of power, but said he wanted to assure the travelling public that there were no "changes to any services or the scope of the business of the airline at this stage".
"The whole foreign bidder bit has been overplayed," Mr Chatfield said.
Mr Chatfield said yesterday he could not discuss the board composition before a public statement was made by the Skywest board, except to say the incumbents were in caretaker mode.
Skywest managing director Scott Henderson, who played a key role in mounting a bruising takeover defence, would not discuss his own future. "If there is a change, I will advise the market," he said.
"No one wants to do anything damaging at this point in time, no one wants to see it damaged."
Date December 11th, 2004
Source The West Australian
Skywest Eyes Asian Link
New board may have ambitions to take operations much further than regional WA
The future of airline services in regional WA now lies in the hands of a Singaporean company that has its eye on Asian destinations but needs to build some bridges in WA after one of the most bruising takeover fights in recent memory.
After eight months of bitter wrangling and recriminations, the Singapore-based CaptiveVision Capital this week obtained control of Skywest and its WA-raised chief executive Jeff Chatfield has even reached an agreement with the Skywest incumbent board for an orderly handover of power.
Word from both the incumbent Skywest camp and CaptiveVision Capital is that they are trying to ensure a smooth transition.
"We're not pursuing a scorched earth policy, we have worked too hard to build this airline up again," said one Skywest supporter instrumental in rescuing the regional operation from the wreckage of Ansett three years ago.
Yet there is concern in regional WA in light of Skywest changing hands again and falling under control of a Singapore-based company with eyes on expanding the regional operation into overseas destinations, such as Singapore and China.
The importance of airline services to regional WA was highlighted when Skywest was enmeshed in the collapse of Ansett in September 2001 and flights were suspended. One observer described Skywest's fall into administration as a "near-death experience for regional WA".
Esperance Shire president Ian Mickel said the regional airline was not a luxury. "It is really our linkage with the social and commercial heart of WA," he said.
With a new board coming into Skywest and the group under new control, new relationships would have to be built. "There is some anxiety but we look forward to having the same strong relationship in the past," he said.
In the heat of the takeover fight in June, a company headed by West Perth accountant Geoff Hick built a blocking stake in the airline.
Mr Hick said at the time he was representing a syndicate of business people from regional centres and with interests in regional development who wanted to preserve Skywest but he has refused to identify the mystery regional backers.
But less than a fortnight after Skywest's November 23 listing on the stock exchange to a lukewarm reception from the market and then a wave of selling through broker Patersons Securities, the Hick-led syndicate sold into the CVC takeover bid.
Mr Hick said members of his syndicate wanted to support the WA airline through to its float and they had hoped the airline's brokers would be able to attract institutional and stockbroker support after it hit the market. Skywest's disappointing performance had ensured CVC's success.
"We hope they will continue to act in the interests of regional WA," Mr Hick said. "We have our doubts."
The words in CVC's takeover documents should soothe patrons of Skywest, phrases such as continue the business of Skywest, preserve the operational management, continue with the air operations of the airline and support and enhance the aviation industry of WA.
But some of CVC's actions during the bid hardly covered it in glory, with it copping a pasting in the Takeovers Panel after Skywest cried foul about information sent to it by Skywest's chief information officer Craig Lovelady, a former director of CVC and a mate of Mr Chatfield's going back to their days at Hale School.
The panel found the suitor had breached takeover rules, misled the airline's shareholders and was "clearly and knowingly" in possession of sensitive financial information from Mr Lovelady. It described discussions between Mr Lovelady and CVC as "extremely unusual and aspects of it were inappropriate".
The panel said it would consider referring aspects of the saga to the Australian Securities & Investments Commission, which was also to be sent information about the conduct of CVC's adviser Stefan Saw over apparent breaches of the Corporations Act relating to phone calls to shareholders during takeovers.
It is believed ASIC is now investigating the leaked information affair, a probe that should stand or fall regardless of who is calling the shots at Skywest.
CVC has obtained, for less than $15 million, control of an airline group that has just one of six high capacity air operators certificates - accreditation that can costs millions of dollars and several years to build and which can be relatively easily upgraded to cover the larger aircraft used on overseas routes.
The future of Skywest now looks to be tied to the backers of CVC, with the Singapore-listed company aircraft sales and leaseback group A-Sonic Aerospace looking at establishing business collaboration arrangements with Skywest in maintenance, engineering and supply of aircraft systems.
CVC said in a supplementary bidder's statement released in September that the suitor would work closely with A-Sonic and another CVC backer China Xpress to "determine how best these parties may be able to assist and develop Skywest and its business".
"Such assistance could include further developing Skywest's charter and freight operations and providing regional routes throughout Asia and Australia," CVC said.
Mr Chatfield was this week reluctant to discuss future developments at Skywest pending the official handing over of power, but said he wanted to assure the travelling public that there were no "changes to any services or the scope of the business of the airline at this stage".
"The whole foreign bidder bit has been overplayed," Mr Chatfield said.
Mr Chatfield said yesterday he could not discuss the board composition before a public statement was made by the Skywest board, except to say the incumbents were in caretaker mode.
Skywest managing director Scott Henderson, who played a key role in mounting a bruising takeover defence, would not discuss his own future. "If there is a change, I will advise the market," he said.
"No one wants to do anything damaging at this point in time, no one wants to see it damaged."
