ASALEO CARE LIMITED ASX Release
31 March 2021
Timetable Update and Amendment to Scheme Implementation Agreement
Asaleo Care Limited ("Asaleo" or the "Company") refers to its market release on 17 February 2021, in which it announced that Asaleo had entered into a Scheme Implementation Agreement with Essity Group Holding BV ("Essity") under which it is proposed that Essity or its nominee will acquire all of the outstanding ordinary shares in Asaleo not already owned by the Essity group by way of a scheme of arrangement ("Scheme").
Timetable Update
The proposed timetable for the Scheme as set out in Schedule 1 of the Scheme Implementation Agreement has been updated as follows:
Event | Date |
Lodge Scheme Booklet with ASIC | 31 March 2021 |
Application in respect of the Court hearing to be held on the | 31 March 2021 |
First Court Date, filed with the Court, served on ASIC | |
First Court Date | 22 April 2021 |
Scheme Meeting held | 1 June 2021 |
Second Court Date | 9 June 2021 |
Lodge Court order with ASIC (Effective Date) | 10 June 2021 |
Special Dividend Record Date | 15 June 2021 |
Special Dividend Payment Date | 21 June 2021 |
Scheme Record Date | 22 June 2021 |
Implementation Date | 1 July 2021 |
All dates are indicative only and, among other things, are subject to all necessary approvals from the Court and other regulatory authorities. Any changes to the above timetable will be announced through the ASX. The Special Dividend and Record Dates are subject to the Asaleo Board deciding to pay the Special Dividend.
Page 1 of 2
Amendment to Scheme Implementation Agreement
The Company and Essity have executed an Amending Deed to the Scheme Implementation Agreement ("Amending Deed") primarily to facilitate the proposed transfer of all of the ordinary shares in Asaleo (including those currently owned by the Essity group) to Essity Holding Company Australia Pty Ltd, a wholly owned subsidiary of Essity.
The changes are technical in nature, and do not change the economics or conditionality of the proposed Scheme. Upon implementation of the Scheme, all ordinary shares in Asaleo will be transferred to Essity Holding Company Australia Pty Ltd (including those currently owned by the Essity group). Essity group (including Essity and the Essity nominee directors) will abstain from voting any of their Asaleo shares at the Scheme Meeting.
A full copy of the Amending Deed is attached to this announcement.
Asaleo will continue to keep shareholders updated on the status of the Scheme as the timetable progresses.
- ENDS -
About Asaleo Care
Asaleo Care is a leading personal care and hygiene company that manufactures, markets, distributes and sells personal care and hygiene products. Our portfolio of market-leading brands includes Libra, TENA, Tork, Viti and Orchid. The Purex, Sorbent and Handee Ultra brands are not owned in Australia. The Company has 14 manufacturing and distribution facilities throughout Australia, New Zealand and the Pacific Islands. Asaleo Care employs about 650 people who work together to offer products and services which provide care, comfort and confidence every day. For more information visit www.asaleocare.com.
Asaleo Contacts:
Andrew Leyden, Chief Financial Officer
- +61 438 719 778
- andrew.leyden@asaleocare.com
This release has been approved by James Orr, Company Secretary.
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EXECUTION VERSION
Amending Deed
Dated 31 March 2021
Essity Group Holding BV ("Bidder")
Asaleo Care Limited (ACN 154 461 300) ("Target")
King & Wood Mallesons
Level 27
Collins Arch
447 Collins Street Melbourne VIC 3000 Australia
T +61 3 9643 4000 F +61 3 9643 5999 DX 101 Melbourne www.kwm.com
Amending Deed
Contents
Details | 1 | |
General terms | 3 | |
1 | Interpretation | 3 |
2 | Amendments | 3 |
3 | Confirmation and acknowledgement | 3 |
3.1 | Confirmation | 3 |
3.2 | Conflict | 3 |
3.3 | Transaction Document | 3 |
4 | Costs | 3 |
5 | General | 4 |
Signing page | 5 | |
Annexure | 7 |
♥ King & Wood Mallesons | Amending Deed | i |
51080658_2 |
Amending Deed
Details
Date | 31 March 2021 | ||||
Parties | Bidder and Target | ||||
Bidder | Name | Essity Group Holding BV | |||
Formed in | Netherlands | ||||
Address | Postbus 670, 3700AR Zeist | ||||
Netherlands | |||||
mikael.schmidt@essity.com | |||||
Attention | Mikael Schmidt, SVP and General Counsel | ||||
With a copy to MinterEllison: | |||||
Jeremy.Blackshaw@minterellison.com | |||||
Alberto.Colla@minterellison.com | |||||
Target | Name | Asaleo Care Limited | |||
ACN | 154 461 300 | ||||
Formed in | Australia | ||||
Address | 30-32 Westall Road | ||||
Springvale VIC 3171 | |||||
Australia | |||||
James.Orr@asaleocare.com | |||||
Attention | James Orr, General Counsel and Company | ||||
Secretary | |||||
With a copy to King & Wood Mallesons: | |||||
Diana.Nicholson@au.kwm.com | |||||
Governing law | Victoria, Australia | ||||
Recitals | A | On 17 February 2021, the Target and the Bidder signed a | |||
Scheme Implementation Agreement by which the Target and | |||||
the Bidder agreed to merge by means of a members' | |||||
scheme of arrangement under Part 5.1 of the Corporations | |||||
Act. | |||||
♥ King & Wood Mallesons | Amending Deed | 1 | |||
51080658_2 |
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Asaleo Care Limited published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2021 21:27:00 UTC.
