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WHSmith Group plc announced today (15 January) a recommended cash offer for Helicon, a leading specialist publisher of consumer and educational reference material in the UK, including the Hutchinson Encyclopedia. Helicon will continue to operate as a publishing business dealing with a wide range of electronic and print customers and suppliers. WHSmith also intends to use Helicon's reference material as part of the WHSmith Internet offer which it is developing from the online capability of the Internet Bookshop acquired in July 1998.
The offer values each Helicon share at 94p in cash. There is a share alternative comprising 3 new WHSmith shares for every 18.86 Helicon shares. The share alternative values each Helicon share at approximately 94p, based on the middle market quotation of 591p for WHSmith shares on 14 January 1999, the last dealing day prior to this announcement.
- The Offer represents a premium of 48% to the Helicon share price of 63.5p at the close of business on 14 January 1999, the last dealing day prior to this announcement, and values the entire issued ordinary share capital of Helicon at approximately £5.6 million.
- WHSmith has received irrevocable undertakings to accept the offer from certain Helicon Directors holding Helicon shares and also from other shareholders representing, in aggregate, 41.6% of Helicon's existing issued share capital. These irrevocable undertakings will be binding in the event of a competing offer from a third party.
- The existing executive management team, comprising Stewart Binnie, David Attwooll, Edward Knighton, and Sheila Lambie has agreed to remain with the business following completion of the Offer.
Richard Handover, Group Chief Executive of WHSmith said:
The strategy for WHSmith is to develop our brand, including strengthening our retailing businesses and building an online capability. We are planning to grow our electronic commerce in a way which will be complementary to our retail stores, which will continue to have a major long-term role.
Following our purchase of The Internet Bookshop last July, we have been working to develop our internet operations. The acquisition of Helicon represents the next step in expanding our online capability.
Helicon enhances our ability to create own brand material for our retail and electronic commerce businesses.
Stewart Binnie, Chairman of Helicon, said:
The offer by WHSmith is a very attractive one for Helicon Shareholders. Moreover becoming part of WHSmith will help to further Helicon's progress as a provider of reference content to print and electronic markets.
Helicon also anticipates playing a significant role in the development of WHSmith's electronic commerce activities.
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