Industrea Limited (IDL) and General Electric Company have entered into a Scheme Implementation Agreement under which it is proposed that GE will acquire all of the Industrea shares outstanding by way of a scheme of arrangement for A$1.27 cash per share. In addition, the Industrea Board has negotiated the ability to sell Industrea Mining Services separately, in which case Industrea shareholders will be entitled to receive any net proceeds from the sale of the division above an agreed value in addition to the $1.27 per share offered by GE. Industrea’s Board has carefully evaluated GE’s offer and unanimously recommends that Industrea shareholders vote in favour of the Scheme, in the absence of a superior proposal and provided that an Independent Expert forms and continues to hold the opinion that the Proposal is in the best interests of Industrea shareholders.
The Hon David Beddall, chairman of Industrea, said: ‘This is an attractive offer which is at a significant premium to the current share price. The Industrea board believes that the offer represents fair value. We recommend unanimously that shareholders vote in favour of the Scheme, in the absence of a superior offer and subject to the independent expert concluding that the proposal is in the best interests of shareholders.’ Mr Robin Levison, managing director and CEO of Industrea, said: ‘GE’s capital, technical expertise and global customer relationships are expected to accelerate the growth of Industrea’s businesses, building on the company’s strong reputation for products and services that enhance the safety and productivity of mining companies. New career opportunities will open up for our people, and customers will be able to benefit from increased resources devoted to product development and innovation.’
Industrea intends to commence an orderly sale process for IMS, with the goal of realising additional value over the $1.27 for shareholders. If a sale of IMS is not brought to a conclusion, and there is no guarantee any sale will occur, then GE will retain IMS as part of the Proposal. Because of the sale price for IMS is not known, Industrea has not included an estimate of any potential uplift for shareholders following a sale of IMS. If a binding agreement to sell IMS is executed prior to release of the Scheme booklet, full details of the increase in consideration will be included in the Scheme booklet, or if the sale process is continuing but has not yet led to a concluded agreement, full details of the calculation of any uplift will be included in the Scheme booklet. If the sale process is not completed, IMS will be acquired by GE and the Scheme Consideration will be $1.27 per share.
Industrea provides highly specialised products and services to the mining industry. Customers throughout the world use Industrea’s products and services to enhance the safety and productivity of their mining operations.