D.F.S. Furniture Company PLC
04 May 2004
For Immediate Release
4 May 2004
DFS Furniture Company PLC ('DFS' or 'the Company')
Offer Update
On 4 March 2004 it was announced that the Company had been approached by Graham
Kirkham, Executive Chairman, in relation to a possible offer for the Company, at
a price of 415 pence per share. Following an extensive period of negotiation,
the Independent Committee of the Board of DFS has received a revised proposal
which values the Company at 435 pence in cash per share, plus the right to
retain the interim dividend of 7 pence, giving a total value to shareholders of
442 pence per share. In addition, Graham Kirkham has agreed that DFS
shareholders will receive additional consideration equivalent to any amounts
which the Company receives as a result of the ongoing litigation in relation to
the Primback case (net of relevant tax and expenses). The aggregate gross amount
under dispute in relation to Primback is in excess of £60 million (prior to the
deduction of relevant tax and expenses). It should be noted that there can be no
certainty that any such amounts will be forthcoming. It should also be noted
that the proposal is subject, inter alia, to due diligence and financing, thus
there can be no certainty that any firm offer will be made.
The Independent Committee has considered this revised proposal and has taken
advice from its financial adviser, Citigroup. The Independent Committee
believes that the terms of the proposed offer should be recommended to
shareholders in the event that a firm offer is forthcoming and in the absence of
a higher offer from another party. Consequently the Independent Committee has
decided to allow a period of due diligence to explore further whether a firm
offer can be put forward.
In considering the enhanced proposal and in deciding to proceed, the Independent
Committee has taken into account the trading performance and prospects for the
longer term profitability of the business and the continuation of Graham
Kirkham's important contribution to the success of the Company.
The Independent Committee continues to welcome the views of shareholders as the
process continues. The Committee notes that it has not received any approaches
from other parties indicating a possible interest in making an offer for the
Company. Before making any formal recommendation to shareholders, the Committee
will be taking steps to ensure that any other potential offer for the Company
has been identified and fully explored. The executive management team, including
Graham Kirkham, will cooperate fully with any other bona fide potential offeror.
At Graham Kirkham's request, the Independent Committee has agreed to allow the
other Executive Directors to assist him in exploring the proposed offer.
Further announcements in relation to the possible offer will be made when
appropriate.
Enquiries:
keithhann.com/Hudson Sandler (financial PR)
Keith Hann 07831 521 870
Alistair Mackinnon-Musson 020 7796 4133
Citigroup (financial adviser) 020 7986 4000
William Barter
Mark Todd
Deutsche Bank (corporate broker) 020 7545 8000
Charles Wilkinson
Rupert Green
Citigroup Global Markets Limited and Deutsche Bank AG are acting for DFS and
no-one else in connection with the possible offer and will not be responsible to
any other person for providing the protections afforded to clients of Citigroup
Global Markets Limited or Deutsche Bank AG or for providing advice in relation
to the possible offer.
This information is provided by RNS
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