Statement Re: Chorion Plc
February 03 2004 - 12:09PM
UK Regulatory
RNS Number:9748U
Entertainment Rights PLC
03 February 2004
Statement Regarding Chorion plc ("Chorion")
The Board of Entertainment Rights plc ("ER") announces that it has decided not
to proceed with an offer for Chorion.
Mike Heap, Chief Executive of ER, said:-
"For the 12 months to midnight 27 January 2004, ER was restricted by Chorion
under the terms of 'standstill' provisions in a Confidentiality Agreement from
announcing any offer for Chorion and from approaching or engaging in any
discussions with Chorion shareholders. The Chorion Board required ER to sign
this Confidentiality Agreement in relation to Chorion's earlier attempts to sell
its Children's Division (which included rights to the 'Enid Blyton' characters)
and would not countenance any early release of ER from such 'standstill'
provisions, notwithstanding the aborted sale of the Children's Division in early
April 2003.*
"At the first possible opportunity following the lapse of the 'standstill'
provisions in the Confidentiality Agreement (28 January 2004), ER announced a
proposal which it had made to the Board of Chorion for an offer of 252 pence per
Chorion share, to be satisfied as to 50% in cash and 50% in new ER shares. We
believe that an offer as proposed would provide an excellent opportunity for
Chorion shareholders by providing a partial cash exit and the potential for
future upside from retaining a significant stake in an enlarged and more
powerful combined group.
"The proposal was conditional on a recommendation from the Board of Chorion and
the satisfactory completion of limited due diligence. Disappointingly, the Board
of Chorion refused to allow ER to conduct due diligence and hence, given the
importance in particular of establishing the existence of clear title to IP
rights, we are unable to make a formal offer. The ER Board clearly has a duty to
its own shareholders to conduct appropriate due diligence when considering
corporate acquisitions.
"We will watch with interest in the coming months to see if the Board of Chorion
delivers value for Chorion shareholders in excess of our proposed 252 pence
offer.
"Whilst the Chorion Board's decision is disappointing, the ER Board will
continue to pursue other opportunities and to build upon the significant organic
growth which ER has achieved to date."
For the purposes of Rule 2.8 of the City Code on Takeovers and Mergers, ER
reserves the right to make an offer for Chorion in the event that the Board of
Chorion agrees to recommend an offer by ER or a third party announces a firm
intention to make an offer for Chorion.
*ER notes that on 7 November 2002, the following statement was issued by
Chorion to the London Stock Exchange: "....the Board (of Chorion) believes
that the profitability of this division (the Children's Division) would be
enhanced by a transfer of ownership to a third party organisation with the
necessary international distribution and other infrastructure to truly
maximise its potential."
Ends/..
.
Enquiries
Entertainment Rights plc 020 8762 6200
Mike Heap, Chief Executive
Elizabeth Gaines, Finance Director
Bell Pottinger Financial 020 7861 3232
David Rydell
Charles Reynolds
Robert W Baird Limited 020 7488 1212
Shaun Dobson
Matt Davis
About Entertainment Rights
1. *Entertainment Rights Plc ("ER") is one of the UK's leading specialist media
groups focussed on the ownership of high quality children's and family
programming, characters and brands.
2. *ER owns the rights to several classic characters including Basil Brush,
Postman Pat and Little Red Tractor.
3. *ER has grown rapidly. Annual revenues have grown from #1.8m in 1999 to
#25.6m in 2002, the last reported financial year.
4. Since 1999, when ER owned rights to just 50 hours of programming, ER's
library has grown to over 1,200 hours of high quality children's and
family programming. This includes rights to global brands such as
Mattel's BarbieTM, Clifford the Big Red Dog, Hasbro's Transformers,
Casper the Friendly Ghost and Felix the Cat.
The Directors of Entertainment Rights plc accept responsibility for the
information contained in this announcement and, to the best of their knowledge
and belief (having taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Robert W Baird Limited ("Baird"), which is regulated in the UK by the Financial
Services Authority, is acting exclusively for Entertainment Rights plc and
no-one else in relation to a possible offer and will not be responsible to
anyone other than Entertainment Rights plc for providing the protections
afforded to customers of Baird or for giving advice on this proposal.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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