POOLE, England — Merlin Entertainments Group announced that Merlin Australia has executed an Implementation Deed with LLA pursuant to which Merlin Australia will make a recommended off-market takeover offer for all the stapled securities in LLA at 5.14 cents cash per LLA Security.
The Offer implies an enterprise value for LLA of approximately A$244 million3, which represents a multiple of 7.2x operating FY11 EBITDA of A$34.0 million5. The price offered per LLA Security represents a 157% premium to the closing price of LLA Securities on 20 October 2011, the day prior to LLA’s announcement that it was conducting a review of strategic initiatives aimed at reducing the discount between the listed price of LLA Securities and fair value. The LLA Board has stated that no superior proposal has emerged as at the date of this announcement.
The LLA Directors unanimously recommend the Offer, in the absence of a superior proposal, and subject to the Independent Expert opining that the Offer is fair and reasonable. Each LLA Director who has an interest in LLA Securities has stated that they intend to accept the Offer in respect of LLA Securities which they own or control, in the absence of a superior proposal, and subject to the Independent Expert opining that the Offer is fair and reasonable.
In addition, Merlin Australia has entered into a pre-bid agreement with LLA’s largest security holder, Arctic LES (Ireland) Limited, to acquire a stake giving Merlin a relevant interest in 19.99% of the LLA Securities on issue.
Merlin Australia has also agreed to acquire Living and Leisure Australia Management Limited (“LLAM”), the responsible entity of Living and Leisure Australia Trust, from Arctic Capital Limited if Merlin Australia obtains effective control of LLA, for a purchase price based on the net tangible assets of LLAM.
The Offer to acquire LLA, should it complete, offers an opportunity for Merlin to significantly increase its network of international attractions in Asia and Australia, successfully building on the acquisition of the Sydney Attractions Group earlier this year.
Merlin’s current attractions in the Asia Pacific region include: in Australia and New Zealand, Sydney Aquarium, WILD LIFE Sydney, Sydney Tower Eye and SKYWALK at the Sydney Tower Eye, WILD LIFE Hamilton Island, Oceanworld Manly, and Kelly Tarlton’s Antarctic Encounter and Underwater World in Auckland; and Madame Tussauds attractions in Hong Kong, Shanghai and Bangkok. Attractions under development in the region – both of which are planned to open in 2012 – are a major LEGOLAND theme park in Malaysia and a Madame Tussauds in Sydney.
LLA owns and operates nine leisure attractions in the Asia Pacific region as well as a management contract in Dubai, through three divisions: Oceanis Group aquariums; Australia Alpine Enterprises ski fields; and Australian Treetop Adventures attractions. The addition of LLA’s attractions will mean that, post completion, Merlin will have almost 90 world class attractions across North America, Western Europe, Asia and Australasia.
Regarding the proposal, Nick Varney, Chief Executive Officer of Merlin, issued the following statement:
“This is a unique opportunity for Merlin to acquire not just a group of high quality attractions which complement our existing portfolio of iconic global attraction brands, but which also increases our interests and exposure to Asia and Australia. Completion of this deal, together with our existing ongoing development, would represent an important step in our growth strategy for the region which we believe is full of opportunities and prospects for those with the right attractions and expertise.
“Merlin also has a strong track record of growing the assets it buys. The acquisition of LLA would open up new markets to us and facilitate the continuing roll out of the SEA LIFE, Madame Tussauds, Eye and LEGOLAND brands in the Asia Pacific region, complementing our existing strength in Western Europe and North America.”
ABOUT MERLIN ENTERTAINMENTS
MERLIN ENTERTAINMENTS is an international leader in location-based, family entertainment, with dynamic growth over the last eight years. Merlin now operates nearly 80 attractions, six hotels and two holiday villages in 17 countries across four continents. The company aims to deliver memorable and rewarding experiences to its 44 million visitors worldwide through its iconic global and local brands, and the commitment and passion of its managers and more than 17,000 employees. Merlin Entertainments operates the following attractions – SEA LIFE, Madame Tussauds, LEGOLAND, The EDF Energy London Eye, Dungeons, Gardaland, LEGOLAND Discovery Centres, Alton Towers Resort, Warwick Castle, THORPE PARK, Chessington World of Adventures Resort, Blackpool Tower, Heide Park, Earth Explorer, Sydney Aquarium, WILD LIFE Sydney, Sydney Tower Eye and SKYWALK at the Sydney Tower Eye, Kelly Tarlton’s Antarctic Encounter and Underwater World, Oceanworld Manly, and WILD LIFE Hamilton Island. Visit www.merlinentertainments.biz. Merlin Entertainments is a privately-owned company. Its primary shareholders are the Blackstone Group, KIRKBI A/S, CVC Capital Partners, and members of the management team.
LLA owns and operates nine leisure attractions in the Asia Pacific region, as well as a management contract in Dubai, through three award winning businesses:
- Oceanis Group, which is one of the world’s largest owners and operators of aquariums by number of customers and volume of displays, has two sites in Australia and one each in Bangkok, Shanghai, South Korea along with a management contract in Dubai
- Australian Alpine Enterprises which is the owner and operator of ski fields at the premier Victorian ski resorts Hotham and Falls Creek which account for approximately 26% of the Australian skier market (based on 2011 Australian skier days)
- Australian Treetop Adventures which is a tree top walks business comprising the Otway Fly and Zipline in Victoria and the Illawarra Fly in New South Wales.