MARKET ANNOUNCEMENT Melbourne – 15 October, 2003 COMPUTERSHARE TO ACQUIRE GEORGESON SHAREHOLDER COMMUNICATIONS, INC. Continues Global Expansion As The World’s Leading Investor Services Company Computershare Ltd. (ASX: CPU) announced today an agreement to acquire New York-based Georgeson Shareholder Communications for approximately US$115 million (A$167 million) in cash. The deal also includes contingent consideration of Computershare shares that, if all future performance goals are met, could increase the total value of the deal to approximately $US124 million (A$180 million). The cash consideration for the acquisition will be entirely funded through existing cash reserves and debt facilities. Georgeson Shareholder Communications’ forecast FY04 revenues are expected to be US$128 million (A$186 million). Completion of the transaction is subject to a number of conditions including execution of definitive agreements, US regulatory approval and customary terms and conditions, including approval of the shareholders of Georgeson Shareholder Communications. T he acquisition is expected to close by calendar year end. The deal has been approved by the Boards of Directors of both companies, and by major shareholders of Georgeson Shareholder Communications. The deal is expected to be earnings per share positive in the first year and to exceed Computershare’s return on investment objectives. Georgeson Shareholder Communications provides a comprehensive suite of shareholder communications and strategic advisory services to corporations and mutual funds in the United States and around the world, and is the market leader in its sector of the shareholder services industry. “This is the most significant acquisition by Computershare in recent years and serves to complement and expand our service offering to issuers, their employees and shareholders,” said Computershare’s Chief Executive Officer, Chris Morris. “In particular, this acquisition places Computershare at the forefront of shareholder communications in the North American market.” Based in New York, Georgeson Shareholder Communications has offices in London, Toronto, Rome, Sydney, Johannesburg and Manila. Computershare expects to retain key executives and members of staff, with the exception of current Chairman, Alexander Miller, who will continue with his existing plans to retire. “We are very excited about bringing Georgeson’s proven ability to identify, reach and influence key shareholder groups to Computershare,” said Steven Rothbloom, President and CEO of Computershare North America. “This powerful combination will bring to issuers a unique ability to truly interact with their investors —both in the US and around the world.” Georgeson Shareholder Communications employs more than 1,500 personnel, including strategists, researchers, data technology and call centre operators, to manage the shareholder communications process. W. Sam Chandoha, Chief Operating Officer at Georgeson Shareholder Communications said, “Our combination with Computershare provides us with even greater resources and expanded capabilities in our already growing international operations. This transaction enables us to preserve the culture and spirit of the organization and further enhances our ability to provide the high level of service our clients have come to expect and deserve.”
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MARKET ANNOUNCEMENT Melbourne – 15 October, 2003
COMPUTERSHARE TO ACQUIRE GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
Continues Global Expansion As The World’s Leading Investor Services Company
Computershare Ltd. (ASX: CPU) announced today an agreement to acquire New York-based Georgeson Shareholder Communications for approximately US$115 million (A$167 million) in cash. The deal also includes contingent consideration of Computershare shares that, if all future performance goals are met, could increase the total value of the deal to approximately $US124 million (A$180 million). The cash consideration for the acquisition will be entirely funded through existing cash reserves and debt facilities. Georgeson Shareholder Communications’ forecast FY04 revenues are expected to be US$128 million (A$186 million). Completion of the transaction is subject to a number of conditions including execution of definitive agreements, US regulatory approval and customary terms and conditions, including approval of the shareholders of Georgeson Shareholder Communications. The acquisition is expected to close by calendar year end. The deal has been approved by the Boards of Directors of both companies, and by major shareholders of Georgeson Shareholder Communications. The deal is expected to be earnings per share positive in the first year and to exceed Computershare’s return on investment objectives. Georgeson Shareholder Communications provides a comprehensive suite of shareholder communications and strategic advisory services to corporations and mutual funds in the United States and around the world, and is the market leader in its sector of the shareholder services industry. “This is the most significant acquisition by Computershare in recent years and serves to complement and expand our service offering to issuers, their employees and shareholders,” said Computershare’s Chief Executive Officer, Chris Morris. “In particular, this acquisition places Computershare at the forefront of shareholder communications in the North American market.” Based in New York, Georgeson Shareholder Communications has offices in London, Toronto, Rome, Sydney, Johannesburg and Manila. Computershare expects to retain key executives and members of staff, with the exception of current Chairman, Alexander Miller, who will continue with his existing plans to retire. “We are very excited about bringing Georgeson’s proven ability to identify, reach and influence key shareholder groups to Computershare,” said Steven Rothbloom, President and CEO of Computershare North America. “This powerful combination will bring to issuers a unique ability to truly interact with their investors —both in the US and around the world.” Georgeson Shareholder Communications employs more than 1,500 personnel, including strategists, researchers, data technology and call centre operators, to manage the shareholder communications process. W. Sam Chandoha, Chief Operating Officer at Georgeson Shareholder Communications said, “Our combination with Computershare provides us with even greater resources and expanded capabilities in our already growing international operations. This transaction enables us to preserve the culture and spirit of the organization and further enhances our ability to provide the high level of service our clients have come to expect and deserve.”
Georgeson Shareholder Communications is the number one provider of proxy services with an estimated 55% market share for corporate proxy solicitation. Computershare expects to retain the Georgeson name in the United States and in its other markets. William M Crane, president of Georgeson’s proxy division commented that, “With Computershare we can take this business to the next level and offer unparalleled service to our clients.” Computershare plans to send a small team of senior executives from Australia for several months to join the local transition team in the US, who will manage the integration of the businesses with existing Georgeson Shareholder Communications’ management, and implement Computershare’s financial reporting infrastructure. Additional details regarding the business of Georgeson Shareholder Communications is attached to this announcement and is also presented on Computershare’s web-site at www.computershare.com About Computershare Computershare (ASX: CPU) is a leading financial services and technology provider for the global securities industry, providing services and solutions to listed companies, investors, employees, exchanges and other financial institutions. It is the largest and only global transfer agent, managing more than 68 million shareholder accounts for over 7,500 corporations in ten countries on five continents. It also provides sophisticated trading technology to financial markets in fourteen countries across eac h major time zone. Additional information may be found at www.computershare.com About Georgeson Shareholder Georgeson Shareholder is the world’s oldest and most highly regarded security holder solicitation and response firm. Originally founded as a brokerage, GS turned to security holder solicitation after the enactment of the United States Securities Exchange Act of 1934, and quickly established itself as the pre-eminent firm in its field. Since then, GS has advised companies on more proxy solicitations, tender/exchange offers and other security holder response transactions than any other firm in the world. In 1999, Georgeson & Company Inc. merged with Shareholder Communications Corporation, a firm that has dominated the field of individual/retail security holder communications for the past 30 years. The new firm, Georgeson Shareholder Communications Inc., combines the unique strengths of its predecessor firms to provide “one-stop shopping” for most of the security holder response services public companies require. GS annually represents over 3,500 corporations and mutual funds worldwide, and has a wealth of experience and established relationships at its disposal. No other security holder response firm can offer the resources or the broad range of services the GS offers its clients. For more information, visit the Georgeson Shareholder Web site at www.georgesonshareholder.com . Contact Australia USA Dudley Chamberlain Juli Bark Head of Investor Relations Head of North American Marketing +61 3 9235 5500 (Office) + 1 312 588 4249 (Office) +61 (0)417 374 316 (Mobile Phone) + 1 312 735 4356 (Mobile)
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Business OverviewGeorgeson Shareholder Communications
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Company Profile
• Global communications firm offering comprehensive suite of outsourcing services• Shareholder communications• Customer communications
• Serves large and diverse client base • Fortune 500 companies• New public corporations • Mutual fund companies
• Founded in 1935 and has grown organically and through recent acquisitions• Kissel-Blake (1998)• Georgeson & Co. (1999)• CIC / Source One (2000)• International expansion
• Headquartered in New York City
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Strong Client Base – Representative clients include
•Bank of New York, Carnival Corp, Compuware, Network Appliances, 3Com •American Greetings Corp, Berkshire Hathaway, Household International, JDS Uniphase, Office Depot Charles Schwab Corp, Ralston Purina
GS West(Financial PrintingDistribution & Mailing)
•AT&T, AXA, Citigroup, Kodak, First Union, Ford Motor Company, John Hancock Financial, Travelers, Whirlpool
Small Shareholder Odd Lot Program
•BP Amoco, Citigroup, Con Edison, DaimlerChrysler, Lockheed Martin Corp., MeadWestvaco Corp.Pfizer, Verizon, Viacom
• Largest provider of mutual fund proxy solicitation services• Estimated market share of 65%
• Overview of Services
Mutual Fund Proxy Solicitation
Mergers and AcquisitionsInvestment Policy ModificationsBylaw ChangesMaster Feeder StructuresMultiple Class StructuresReorganisations
• Completes over 1,000 shareholder meetings annually• Approximately 80 mutual fund companies last year
Conversion to Open-End FundsFee ChangesDefeating Shareholder ProposalsAdvisory/Sub-Advisory AgreementsChanges in State of IncorporationDistribution Plans (12b-1)
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Mutual Fund Proxy Solicitation
Revenue model• Base advisory fees
flat fee or total number of accounts• Per-call charges• Per-vote charges
with per-call charges constitutes majority of aggregate fee• Database search fees• Document printing and distribution • Significant cross-selling opportunity• Success fees
e.g. proxy fights for closed-end funds
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Post Merger Clean-up (Pre-escheat Services)• Market leader in post-merger cleanup (PMC)
• Estimated market share of 60%
• Overview of services
• Identify Missing Shareholders
• Communication Strategy
• Outbound/Inbound Response campaign
• Since 1991, the Company has completed over 850 PMC assignments for over 450 corporations
• Revenue Model
• Cost-free for client companies
• Shareholders charged 5-10% of recovered asset value
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Small Shareholder Programs
• Market share around 70% in the USA
• Overview of services
• Odd Lot programs
• Small shareholder programs
• Buy-back after company demutualisation
• Revenue Model• Setup fee• Fee per shareholder acceptance• Document print and distribution
• Significant cross-selling opportunity
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Employee Plan Services
• Small market share
• Overview of services to companies and plan administrators
• Fulfillment services
• Employee eligibility
• Auto enrolment
• Revenue Model• Data capture• Document print and distribution
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International BusinessServices provided varies by location
300Canada
30United Kingdom
40South Africa
30Australia
20Italy
No of StaffCountry
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Source One Communications• Non–shareholder related business• Acquired in August 2000• Provider of contact centre solutions for consumer-oriented companies• Over 1,500 CSR stations
