Madison Dearborn is to bring its offer to acquire paper and packaging group Jefferson Smurfit to the High Court today, marking the final stage in its efforts to make the bid unconditional.
The hearing is due to consider the spin-off of Smurfit's 29 per cent holding in US associate company Smurfit Stone Container Corporation (SSCC) and the capital reduction that will occur as a result.
High Court approval for this mechanism is required for the ultimate success of Madison Dearborn's $3.7 billion (€3.8 billion) bid for Smurfit.
The spin-off will see each Smurfit shareholder be one SSCC share for every 16 they hold in the core group. Shareholders have also been offered €2.15 for each Smurfit share they own.
Meanwhile, it has been announced that the Madison Dearborn bid will proceed without the approval of regulatory authorities in two countries - Mexico and Colombia - which have, so far, not been delivered.
The deal has already received the approval of authorities in the Republic, the US, Italy, France, Germany and Spain.
Mr Liam Igoe, analyst with Goodbody Stockbrokers, said that neither Mexico nor Colombia was "deal-critical" in regulatory terms, with Madison Dearborn likely to have expected delays in at least one of the two countries.
It is not considered unusual in deals of this nature for conditions relating to regulatory approval in one or more countries to be waived as the parties attempt to conclude the deal according to a strict timetable.
The offer is now scheduled to become unconditional in all respects on September 3rd, providing High Court approval is awarded as expected today. It is understood that the hearing could be completed within a matter of hours.
Presuming the offer does become completely unconditional by September 3rd, Smurfit shareholders can expect to receive cash in respect of their shares around the middle of next month.
This follows the offer having been approved, earlier this month, by 90 per cent of Smurfit shareholders.
This was above the 80 per cent threshold required for the bid to become unconditional. The offer remains open until 1 p.m. on September 3rd.
