GUD Holdings Limited (GUD) confirmed that it has signed a Takeover Bid Implementation Agreement (“Agreement”) with Dexion Limited (“Dexion”) under which, subject to the satisfactory completion of confirmatory due diligence, it would make an off-market takeover bid (“Offer”) to acquire all the issued shares of Dexion, a leading provider of solutions for the industrial and commercial storage markets in Australia, New Zealand, Asia and the Middle East. Pursuant to the Agreement, the Dexion Board has agreed to recommend the Offer, in the absence of a superior proposal.
As stated above, the proposed Offer is conditional upon the satisfactory completion of confirmatory due diligence on Dexion. Dexion has agreed to allow GUD four weeks to complete its due diligence and has granted GUD exclusivity for this period. At or before the end of the due diligence period, GUD will announce whether or not it will proceed with the formal Offer. Until that time, there is no certainty that a formal offer will proceed.
The proposed Offer is at a price of A$0.80 cash per Dexion share, reflecting a 100% premium to the Dexion share price of A$0.40 at close of trade on 20 May 2010. This equates to an equity valuation and enterprise valuation (“EV”) for Dexion of A$84 million and A$109 million respectively, and represents an EV / EBITA multiple of 9.5x based on the midpoint of Dexion’s earnings guidance for the year ending 31 December 2010 as announced by Dexion at its AGM on 22 April 2010.
GUD expects the acquisition, if it proceeds, will be earnings per share accretive in GUD’s first full year of ownership. GUD has the capacity to fund the proposed Offer using existing cash and committed bank facilities; however, it is currently in the process of determining its preferred acquisition funding mix.
Commenting on the Agreement, GUD Chairman Mr Clive Hall said, “The rationale for the proposed Offer is clear and compelling, and provides benefits for both sets of shareholders.” “For Dexion shareholders, the Offer represents an excellent price for their shares at what can only be regarded as an extremely attractive premium that provides certainty of value today.”
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