Posts Tagged ‘Takeover’

ASX Company News: Wah Nam Takeover Offer For Brockman Resources

Tuesday, December 13th, 2011

Brockman Resources Limited (BRM) and Wah Nam International Holdings Limited (“Wah Nam”) (WNI) are pleased to announce that they have entered into a Bid Implementation Agreement (“BIA”), pursuant to which Wah Nam International Australia Pty Ltd (“Wah Nam Australia”), a wholly owned subsidiary of Wah Nam, intends to make a conditional off–market takeover offer for the remaining shares in Brockman that it does not already own (“Wah Nam Offer” or the “Offer”).

Wah Nam Australia currently owns 55.33% of Brockman’s shares on issue. A copy of the BIA will be separately announced on the ASX. The Brockman independent directors (namely Brockman Joint Deputy Chairman Mr Ross Norgard, Brockman Non Executive Director Mr David (Michael) Spratt and Brockman Interim Chief Executive Officer Mr Colin Paterson, being those Brockman directors who are not nominees of, nor suggested to Brockman by, Wah Nam (the “Independent Directors”)), unanimously recommend that Brockman shareholders ACCEPT Wah Nam’s Offer in the absence of a superior proposal and subject only to the independent expert concluding that the Offer is fair and reasonable.

The Wah Nam Offer comprises:

  • A$1.50 in cash; AND 18 Wah Nam shares (“Wah Nam Shares”) for every 1 (one) share in Brockman (“Brockman Share”).

The implied value of the Wah Nam Offer is:

  • ~A$3.15, based on the 90 calendar day VWAP1 of Wah Nam shares to 9 December 2011, representing a premium of ~A$1.17 per Brockman Share or ~59% when compared to the 90 calendar day VWAP of Brockman’s shares to 9 December 2011.
  • ~A$2.92, based on the 30 calendar day VWAP1 of Wah Nam shares to 9 December 2011, representing a premium of ~A$0.80 per Brockman Share or ~38% when compared to the 30 calendar day VWAP of Brockman’s shares to 9 December 2011.
  • ~A$3.032, based on the last closing price of Wah Nam shares on 9 December 2011, representing a premium of ~A$0.77 per Brockman Share or ~34% when compared to the last closing price of  Brockman’s shares on 9 December 2011.

Wah Nam Chairman, Peter Luk said “This transaction is a major step toward realising the future value of the Marillana Project for the shareholders of both Brockman and Wah Nam.  Brockman shareholders are able to crystallise some of the value in their investment now, but importantly they are able to participate in the on-going development of the Marillana iron ore project under a simplified ownership structure with unified management and development strategies.”

www.brockman.com.au

http://www.traderdealer.com.au/fundamentals/brm

www.wnintl.com

http://www.traderdealer.com.au/fundamentals/wni

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ASX Company News: Resource Development Group To Acquire Intellect Systems

Friday, September 9th, 2011

Expanding mining services group, Resource Development Group Limited (RDG), announced that it has executed an option agreement to acquire Intellect Systems Pty Ltd, an electrical and control systems firm based in Perth with over 20 personnel. Established in 2005, Intellect Systems provides electrical engineering, control systems engineering and industrial information technology services to predominantly the mining and resources sector, ranging from feasibility studies through to project design, construction, commissioning and operations. Intellect Systems has capability across all aspects of electrical, control systems and communications design, software development, commissioning and training with an expert team of engineers, programmers, designers and site support staff.

Since incorporation, Intellect Systems has developed a solid client base, working with major clients who include BHP Billiton, St Barbara, Thyssen Krupp, EPIC Energy, Jemena and the Water Corporation. Intellect Systems have completed work predominantly in Australia in the mining and resources sector but also in the water, utilities and other sectors. The acquisition is expected to contribute approximately $3.5 – $4.0 million in revenue and $0.9 – $1.0 million in EBIT in FY12.  In acquiring Intellect Systems, the Company will pay $4 – $5 million consisting of approximately 75% shares and 25% cash.

“Intellect systems brings to Resource Development Group specialised electrical engineering and controls system expertise in the mining and resources sector, whilst also providing opportunities for further growth through cross selling with subsidiary business Engenium. This acquisition is part of a planned series of acquisitions which are in line with our stated strategy to build a vertically integrated mining services business. Whilst the acquisition is earnings per share accretive, Intellect Systems is also culturally aligned with Resource Development Group and its subsidiaries”.

www.resdevgroup.com.au

http://www.traderdealer.com.au/fundamentals/rdg

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ASX Company News: TPG Telecom To Acquire IntraPower

Friday, July 15th, 2011

TPG Telecom Limited (TPM) and IntraPower Limited (IPX) have entered into a Takeover Bid Implementation Agreement under which it is proposed that TPG acquire all of the shares in IntraPower via an off market takeover offer. Under the proposal an IntraPower shareholder will be able to elect to receive either $0.30 cash or $0.15 cash and 0.089 TPG shares per IntraPower share. The all cash alternative values IntraPower’s shares at approximately $12.8 million. The all cash alternative offers IntraPower shareholders a price per share which represents a 104% premium to IntraPower’s volume weighted average price for the past 3 months; and the cash and shares option offers IntraPower shareholders the opportunity to retain an interest in the enlarged business.

Directors of IntraPower including Greg Kennish, Chief Executive Officer, and Darc Rasmussen, Chief Operating Officer, have entered into Pre-Bid Acceptance Agreements with TPG over a portion of their respective shareholdings which gives TPG a relevant interest in 19.9% of IntraPower shares as at the date of this announcement. Executive Chairman of TPG, Mr David Teoh, said the transaction is a key step in TPG’s plans to widen its range of solutions to its business, corporate and government customers. “Following the expansion of its nationwide high- speed telecommunications infrastructure through the acquisition of PIPE .

IntraPower is a public company listed on the Australian Stock Exchange (IPX) and the leader in the provision of high-availability On-Demand Information, Communication, Technology & Telecommunications (ICT & T) services to commercial and government organisations in Australia. IntraPower’s speciality is ensuring that IT never distracts its clients from focusing on their core business. TPG Telecom Limited (TPM) is an innovative market leader in the Australian telecommunications industry, listed on the Australian Securities Exchange since 2001. In March 2010, TPG acquired Pipe Networks, providing TPG with access to an extensive Australian fibre optic network including the wholly owned Pipe Pacific Cable (PPC-1) link between Sydney and Guam with onwards connectivity to the USA and Japan. With sustained organic growth, the company has become a dynamic and integrated force providing innovative voice, internet and data solutions through one of the largest networks in Australia.

www.tpg.com.au

http://www.traderdealer.com.au/fundamentals/tpm

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ASX Company News: Foxtel To Acquire Austar

Friday, May 27th, 2011

AUSTAR United Communications Limited (AUS) announces that it has received an indicative, non-binding and conditional proposal from FOXTEL to acquire AUSTAR at a price of $1.52 in cash per share. The AUSTAR Board, including representatives of Liberty Global, Inc. (LGI), believes the value ascribed to AUSTAR is appropriate in the context of a change of control transaction.

AUSTAR  (AUN)  is  a  leading  provider  of  subscription  television  services  in regional  and  rural  Australia,  with  more  than  750,000  customers  enjoying  satellite  digital  television services. AUSTAR is also a significant provider of programming in the Australian television market through its 50% owned joint venture, XYZnetworks, which owns and/or distributes Nickelodeon, Nick Jr, Discovery Channel, Channel [V], [V]Hits, MAX, Arena, The Lifestyle Channel, Lifestyle Food, LifeStyle You, Country Music Channel and The Weather Channel. Liberty Global, Inc., the largest international broadband cable operator in terms of subscribers, holds an indirect controlling stake in AUSTAR.

www.austarunited.com.au

http://www.traderdealer.com.au/fundamentals/aun

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ASX Company News: St Barbara To Merge With Catalpa Resources

Sunday, May 15th, 2011

St Barbara Limited (SBM) has approached the Board of Catalpa Resources Limited (CAH) with a merger  proposal  to  combine the  two  companies  to  form  a  leading  Australian  mid‐tier  gold  company  with four  Australian  production  assets  forecast  to  produce  approximately  480,000 ounces of gold in FY 12. The  merged  company  would  have  a  strong  production  growth  profile  for shareholders with a diversified asset, production and cash flow base.  St Barbara’s expertise in underground mining at Leonora and Southern Cross in Western  Australia  is  a  natural complement  to  Catalpa’s  future  underground expansion options at its Edna May project, which is approximately 75 km from St Barbara’s 120,000 ounce per annum Southern Cross operation.

The scheme  of  arrangement  proposal  put  to  Catalpa  on  10  May  2011  is  for  a 50% scrip and 50%  cash transaction at a fixed ratio of 0.4535 St Barbara ordinary shares for each ordinary share in Catalpa plus A$0.9613 cash per Catalpa share (implying an offer value of A$1.92 for each Catalpa share2). The Proposal values Catalpa at A$349 million and the merged company at A$865 million and provides significant value for Catalpa shareholders, representing a 41% premium based on Catalpa’s closing share price on the date of the  Proposal, 10 May 20114; a 26% premium based on Catalpa’s 30‐day VWAP for the period ending on the date of the Proposal, 10 May 2011.

St  Barbara  Managing  Director  and  CEO,  Tim  Lehany,  said  the complementary  portfolios,  operational  and  technical  capabilities,  and  the financial strength and scale of both organisations would make the combination attractive to local and global investors, and stakeholders of both companies.

www.stbarbara.com.au

http://www.traderdealer.com.au/fundamentals/sbm

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ASX Company News: Site Group To Acquire Careers Australia Group

Friday, March 18th, 2011

Site Group International (SIT) has announced a takeover offer (Merger Proposal) to acquire all of the shares of Careers Australia Group Limited (CAG).

Site proposes to make an off-market takeover offer for all CAG shares.  The consideration payable to CAG shareholders is 3.5 Site shares for each CAG share.   The consideration values CAG shares at approximately 70.89 cents and CAG’s total issued capital at approximately $72.9 million.

Site expects that shares issued under the Merger Proposal will be quoted on the ASX.  The Merger Proposal is subject to conditions set out in the Schedule including Site acquiring at least 90% of the CAG shares on issue.   Site will seek to raise up to $20 million from the issue of new shares to fund the working capital requirements of the merged group.   Whilst Site has undertaken preliminary discussions with selected potential investors, the terms of this capital raising have not yet been finalised and there is no certainty that Site will be able to raise the required capital.

Site’s chairman, Vernon Wills is a non-executive director and substantial shareholder in CAG and has taken a leave of absence from the Site board and the CAG board for the duration of the Merger Proposal.  Mr Wills has not been involved in board discussions in relation to the Merger Proposal.   Paul Young has been appointed as acting chairman of Site.

Site believes a combination with of its business with CAG’s would provide compelling benefits to CAG  shareholders.  The merged group will have an enhanced position in the vocational education services market in Australia and Asia as well as being strategically placed to provide workforce planning solutions in skills shortage areas.

http://www.traderdealer.com.au/Fundamentals/sit

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ASX Company News: Seven Group Holdings Sells Seven Network to West Australian News

Tuesday, February 22nd, 2011

Seven Group Holdings Limited (SVW) announced that it has reached an agreement with West Australian Newspapers Holdings Limited (WAN), to create Seven West Media (SWM). Seven West Media will be Australia’s largest diversified media business. The proposed transaction would result in a media company with a leading presence in broadcast television, radio, newspaper publishing, magazine publishing and online. Seven West Media will be formed by WAN acquiring 100% of SMG from SGH, for an Enterprise Value of approximately $4.1 billion (the Proposed Transaction). Upon implementation of the Proposed Transaction, SGH will hold a 29.6% stake in SWM and $250 million of SWM Convertible Preference Shares.

SGH Group Chief Executive Mr. Peter Gammell today welcomed the announcement. “A year ago we announced the merger of Seven Network and WesTrac Group to create Seven Group Holdings. This transaction to create SGH has delivered considerable shareholder value,” Mr. Gammell said. “Today represents a logical next step. As a result of the transaction, Seven Group Holdings will be the largest shareholder in Seven West Media which will comprise two iconic Australian media assets, namely: Seven Network and the West Australian.” The Executive Chairman of Seven Group Holdings, Mr. Kerry Stokes, said: “The media landscape is evolving rapidly. Today’s announcement provides a significant opportunity for shareholders to participate in this expanding sector.

Under the terms of the Proposed Transaction, SGH, which owns 45% of SMG, will initially buy out the interest of its joint venture partner, KKR, as well as the interests of management and mezzanine investors. WAN will subsequently acquire 100% of SMG from SGH, for an Enterprise Value of approximately $4.1 billion.

www.sevengroup.com.au

www.thewestaustralian.com.au

http://www.traderdealer.com.au/Fundamentals/svw

http://www.traderdealer.com.au/Fundamentals/wan

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ASX Company News: Village Roadshow To Benefit From Austereo Takeover

Tuesday, February 1st, 2011

Village Roadshow Limited (VRL) notes the announcement made by Southern Cross Media Group Limited that a subsidiary of SCM intends to make a takeover offer for Austereo Group Limited (AEO) at an offer price of $2.05 per share (inclusive of any dividends payable by AEO), increasing by 10 cents per share if SCM acquires a relevant interest in AEO of at least 90%. VRL is the largest shareholder in AEO and has a relevant interest in 181,093,856 AEO shares, representing approximately 52.52% of AEO’s shares on issue. VRL has granted SCM a call option over approximately 14.9% of AEO’s shares on issue.

VRL Chairman, Robert Kirby said “We are pleased that VRL has the opportunity to secure an attractive value for its AEO shares. The transaction is consistent with VRL’s objectives of creating a stronger, more flexible, balance sheet and maximising value for all VRL shareholders.” VRL Deputy Chairman, John Kirby said “I have been at the forefront of VRL’s radio investment since the original 2DAY-FM licence application. This is the right time to recalibrate VRL’s go forward asset base. VRL has had a strong relationship with AEO over many years. We thank Peter Harvie and the management team for their efforts, which have made AEO the leading metropolitan radio business in Australia.”  VRL CEO, Graham Burke said “The sale of Austereo, together with the finalisation of the recently announced Sydney Attractions Group sale, will enable significant pay down of debt, putting VRL in a strong financial position. It will also underpin the VRL Board’s objective of paying regular dividends. Finally the Austereo and Sydney Attractions Group sales will provide VRL with options and opportunities, which will be considered by VRL, including acquisitions, development projects and possibly distributions to shareholders.”

www.villageroadshow.com.au

http://www.traderdealer.com.au/Fundamentals/vrl

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ASX Company News: Australian Renewable Fuels To Acquire Biodiesel Producers

Tuesday, January 25th, 2011

The Board of Australian Renewable Fuels (ARW) is pleased to announce it has signed a non-binding agreement with the Board of Biodiesel Producers Ltd (Barnawartha VIC) with regard to the acquisition of BPL by ARF.

The structure of the acquisition will be predominately based on a non-cash assumption of BPL’s existing convertible note debt (with a redemption value of $21 million) by ARF by the issue of ARF convertible notes on terms to be agreed, but with the payment and structure of the ARF notes linked to the future performance of BPL’s plant over a 5 year period.

ARF expects to complete the transaction without the issue of any further share capital at this stage. The BPL facility has a capacity of 60 million litres per annum, and is well positioned to service the East Coast market. The plant, built in 2008 and operational since that time, is a major supplier of product to various oil companies, as well as the regional market. The addition of the BPL plant will give the ARF overall group a production capacity in excess of 150 million litres per year, and excellent coverage of the main industrial areas of Australia, with the ARF plants (45 million litre capacity each) being located in WA and SA espectively.

“The acquisition of BPL is a major strategic progression for both companies” said Tom Engelsman, Managing Director of ARF “since it allows for the combined entity to fully explore the opportunities in the market place, not only with regard to the use of Biodiesel, but also in related areas of interest. The combination will also substantially enhance the human capital of the business, since both parties have strong and dedicated employees at the various sites”. Andrew White, Managing Director of BPL stated that “the combination will allow the excellent results of BPL to be leveraged across the ARF facilities, and will further allow for the strengthening of the brand which BPL has developed in the market place. I look forward to working with the ARF Board and Management to optimize all of the benefits of the merger”.

www.arfuels.com.au

http://www.traderdealer.com.au/Fundamentals/arw

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ASX Company News: NVT To Acquire SAE Group

Wednesday, December 15th, 2010

Global education services provider Navitas Limited (NVT) announced that it has entered into an agreement to acquire 100% of SAE Group (SAE), a leading global provider of creative and new media education. Navitas is acquiring SAE for A$289 million, representing 8.75x estimated CY2010 EBITDA.  The transaction will be funded by way of new debt facilities, a fully underwritten institutional equity placement and issuance of shares to the vendor.

Founded in Australia in 1976, SAE has expanded to become one of the world’s largest media technology training institutes, with 47 campuses in 19 countries.  SAE offers a range of post secondary education opportunities to approximately 8,000 students, including certificate, diploma, degree and Masters programs across three major fields of study: audio production, film production and interactive media.  SAE benefits from high brand recognition within its core markets and is well placed to continue to benefit from growth in demand for multimedia and technology skills. SAE owns and maintains its key intellectual property and delivers its programs via a combination of classroom based teaching and practical learning in its state-of-the-art training facilities.

“The combined Navitas and SAE business will have over 50,000 students enrolled across 97 campuses around the world and will provide a platform for further expansion into key international markets,” said Navitas Chief Executive Officer, Rod Jones. “Over three decades SAE has built a global reputation as a high quality provider of creative and new media education and, as a leader in its field, SAE is well positioned to take advantage of the increasing global demand for skills based training in these areas.” “Navitas and SAE share a commitment to quality educational outcomes for students and are both equally focused on strong organic growth within their respective fields. SAE will continue to be driven by its existing management team and will maintain its pioneering approach and culture.”

Navitas has entered into new 3 year debt facilities with Westpac and ANZ of A$200 million to fund the transaction. Navitas has today launched a fully underwritten institutional equity placement to raise A$100 million.  In addition, Navitas will offer a Share Purchase Plan (SPP) at the same price as the institutional placement.

Navitas is a diversified global education provider that offers an extensive range of educational services for students and professionals including university programs, English language training and settlement services, workforce education and student recruitment. Navitas is the industry leader in pre-university and university pathway programs. It offers university programs from colleges in Australia, the UK, the US, Canada, Singapore, Sri Lanka and Africa. Navitas also offers student recruitment services in India and China for universities and other educational institutions in Australia, Canada, the US and the UK.

www.navitas.com

http://www.traderdealer.com.au/Fundamentals/nvt

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