1 April 2002
Rasmala Distribution (Cayman) Limited, a subsidiary of Rasmala Buyout Fund LP, and Aramex International Limited (Nasdaq: ARMX), a leading provider of express package delivery, freight forwarding and other transportation and logistics services primarily to, from and within the Middle East and the Indian Sub-Continent, jointly announced today that they have entered into an agreement and plan of amalgamation under which Rasmala Distribution (Bermuda) Limited, a subsidiary of Rasmala Distribution (Cayman) Limited, will commence a cash tender offer to acquire all of the outstanding common shares of Aramex.
Rasmala Distribution (Cayman) Limited is an investment vehicle formed by Rasmala Buyout Fund LP, a Dubai-based leveraged buyout fund, and certain of its affiliates. Aramex’s Chief Executive Officer and President, Fadi Ghandour, has agreed to acquire, simultaneously with the consummation of the tender offer, certain voting and non-voting securities of Rasmala Distribution (Cayman) Limited, representing an approximately 28% equity interest in the company.
Under the terms of the agreement and plan of amalgamation, Rasmala Distribution (Bermuda) Limited will offer cash of $12.00 per outstanding common share of Aramex for an aggregate purchase price of approximately $61 million. The tender offer, which is not conditioned upon financing, is expected to commence as promptly as practicable and is expected to close in February 2002. The bidder’s obligation to purchase any Aramex shares under the agreement will be subject to at least 75% of Aramex’s common shares being tendered on a fully diluted basis before the offer expires, certain regulatory filings and other customary closing conditions. Any shares of Aramex not acquired in the tender offer are expected to be acquired either in a subsequent compulsory acquisition or amalgamation at the same $12.00 per share cash price.
Three of Aramex’s principal shareholders, Fadi Ghandour, Rula Ghandour and William Kingson, have irrevocably committed to tender their shares (including shares issuable upon the conditional exercise of certain stock options), representing approximately 51% of Aramex’s outstanding shares (on a fully diluted basis), in the transaction. The board of directors of Aramex, based in part upon the recommendation of a special committee comprised of independent directors of Aramex, has approved the tender offer, and the agreement and plan of amalgamation. BB&T Capital Markets, a division of Scott & Stringfellow, Inc., advised Aramex and rendered a fairness opinion to the Aramex board.
“The Aramex investment represents the first acquisition by Rasmala Buyout Fund LP. Regional businesses like Aramex are characterized by consistent performance, strong management and present attractive growth and ‘platforming’ opportunities to the fund,” said Salman Mahdi a partner of the manager of Rasmala Buyout Fund LP.
William Kingson, Chairman of the Aramex board said, “We are pleased by the all cash offer at an attractive price for shareholders. The Aramex board considered the offer from several aspects, including the fairness opinion rendered by BB&T Capital Markets, and determined that the terms of the agreement and plan of amalgamation and related transactions are advisable, fair to and in the best interests of, Aramex shareholders. Accordingly, our board recommends that shareholders accept the offer by tendering their shares pursuant to the terms of the tender offer.”
TM Capital Corp. is serving as Dealer Manager and Georgeson Shareholder Communications Inc. is serving as Information Agent in connection with the tender offer.