Bendon shareholders advised to take PRG offer

By Phil Boeyen, ShareChat Business News Editor

Monday 18th March 2002

The independent directors of Bendon Group (NZSE: BEN) have come out in support of Pacific Retail Group's (NZSE: PRG) offer for the company.

The directors have been weighing up PRG's offer of $1.90 per share with another from a consortium led by Bendon boss Hugo Venter and AMP Henderson.

Although the Venter/AMP proposal to liquidate the company and buy the lingerie trading arm Bendon Limited offered more money, the directors say the PRG offer is more certain and straightforward.

The Venter/AMP proposal was for between $1.96 to $1.99 a share and was made through a company called Intimate Brands Limited (IBL). The price was within the appraiser's range of $1.94 - $2.19.

The directors says they have consistently invited IBL to convert its offer to a full takeover offer for all the shares in BGL to enable a like for like comparison with the Pacific Retail offer but note that "IBL has not been willing to make such an offer and despite the best efforts of the directors none of the other parties who earlier expressed interest has made an offer."

"The directors have continued negotiating with IBL in an endeavour to agree a proposition which they could recommend to shareholders. However, the proposition finally received on 18 March did not meet the directors' requirements for certainty and comparability.

"Superficially the IBL proposal represents more per BGL share than the Pacific Retail offer, but due to difficulties associated with the sale/liquidation scenario and the shareholders' meeting, the directors do not believe the apparent margin between the two proposals is significant enough to justify taking the IBL proposal further at present."

The directors say that if the Pacific Retail takeover bid fails then they would be prepared to reconsider the IBL offer.

"The Pacific retail offer of $1.90 per BGL share is conditional only on Pacific Retail receiving acceptances which take its voting rights to more than 50%. Pacific Retail already owns 19.05% of BGL.

"Shareholders should understand that if they do not accept the Pacific Retail offer by 26 March, they may lose the opportunity to do so. Shareholders who wish to accept, should do so immediately."

Although the directors maintain that the PRG offer is unfair in terms of price they say that in comparison with the IBL offer it is "certain (provided the minimum acceptance level is reached) and straightforward."

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