Posts Tagged ‘Takeover’

  • 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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    ASX Company News: Humanis Group Acquires ResCo Services

    Monday, December 13th, 2010

    International recruitment and labour hire specialists, Humanis Group Limited (HUM) is pleased to announce it has executed a formal Share Sale Agreement (SSA) to acquire ResCo Services Pty Ltd for $13.4 million through the issue of Humanis shares at $0.01 per share. Shareholders representing more than 90% of shares in ResCo have executed the SSA, which facilitates the utilisation of ‘drag along’ provisions between the shareholders of ResCo to ensure that Humanis will acquire all of ResCo’s issued capital.

    In commenting on the execution of the SSA, Humanis CEO George Gelavis said that Humanis had moved one step closer to completion of a company-making transaction.

    Humanis Group Limited (HUM) is a specialist labour hire, professional placement and international recruitment firm with annual revenues of approximately $180 million. The Company listed on the Australian Securities Exchange (ASX) in January 2008 as Total Staffing Solutions Limited and later merger with Humanis Group Limited (owner of Westaff Australia and New Zealand) in August 2009. The merged group has a national and international footprint (22 offices) with core capabilities encompassing temporary, permanent and international recruitment in Australia, New Zealand and the Philippines.

    ResCo Services was founded by Craig Ransley and Andrew Poole in March 2007 after their successful divestment of the TESA Group to Skilled. ResCo was set up to provide a one stop shop from “Pit to Port” in Mining Services, operating in Black Coal only. Operations have been restricted to NSW and Queensland – ResCo currently has 5 offices in NSW and one in Mackay(Qld) focusing on providing labour hire, civil, mechanical maintenance, fabrication, shut downs and total maintenance services. ResCo also manages a number of client owned site based facilities across the Hunter Valley and the Newcastle Port.

    www.humanis.com.au

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

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    ASX Company News: Cape Range To Acquire Platinum Project

    Thursday, November 11th, 2010

    Cape Range Limited (CAG) is pleased to announce that it has entered into a Memorandum Of Understanding (MOU) to acquire up to 100% equity in the Snakes Hill Platinum Project with Willaway Enterprises (Private) Limited (Willaway), a Zimbabwean company.

    The project area is located 150km north of Harare, at the north end of the Great Dyke in Zimbabwe. In the past, the Great Dyke has been explored for platinum by resource majors such as Union Carbide (Wedza-Mimosa, Selous, Snakes Head projects), Anglo-American (Unki project) and Rio Tinto (Zinca project). The Snakes Head project is covered by 79 prospect licences, covering approximately 2,000 hectares.

    The project area is located along strike the well known Zimplats’ Hartley Platinum Project (formerly held by Delta Gold – BHP Joint Venture), which reportedly has delineated 14 million ounce resource (platinum only).

    The proposed basic terms of the MOU allows CAG to acquire up to 100% in the Snakes Head Platinum Project. Under the terms of the deal, CAG will have six months of exclusive due diligence period. For the 6 months exclusivity period, CAG will give to Willaway 500,000 fully paid shares in CAG within 6 months.

    Following completion of the due diligence period, CAG may acquire 51% equity in the project by payment of US$2,000,000 to Willaway within 3 months of giving notice of its intentions to proceed with the project. This payment will comprise 25% cash and 75% in shares in CAG.

    Within 24 months of acquiring 51% equity in the project, CAG may acquire a further 24% equity (ie 75% project equity) in the project by a further payment of US$1,000,000 to Willaway. This payment will comprise 50% cash and 50% in shares in CAG.

    Within 24 months of acquiring 75% equity in the project CAG may acquire a further 25% equity (ie 100 % project equity) in the project by a further payment of US$2,000,000 to Willaway. This payment will comprise 50% cash and 50% in shares in CAG.  Upon production from the project area, Willaway will retain a net royalty in the project, which will be set at US $5 per ounce in platinum value equivalence.

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

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    ASX Company News: Helicon Group To Acquire Leading Edge Instruments

    Wednesday, November 10th, 2010

    Helicon Group Limited (HCG) is pleased to announce that it has executed a Heads of Agreement (HOA) with Leading Edge Instruments Ltd (LEI) to acquire up to 100% of the issued capital of LEI. LEI is an unlisted public company that controls two exciting, near-market medical device technologies, BreatheAssist® and Vibrovein® that have the potential to become major products.

    The Vibrovein® technology is wholly owned by LEI and the BreatheAssist® technology is wholly owned by ASAP Breatheassist Pty Ltd (“ASAP”), a company LEI will acquire prior to the completion of this transaction.  BreatheAssist® is a nasal device that has broad medical and healthcare applications including improved breathing outcomes, sleep improvement, and as an innovative and potentially revolutionary nasal drug delivery device.

    Vibrovein® is an adjunct device that can be attached to any needle with applications including reduced pain, ease of puncture and ease of use targeting a multi billion dollar market.  The LEI business strategy is based on a licensing model that removes direct manufacturing and marketing risk in exchange for a licensing fee. The company expects to spend a further $1.2 million on the development of these technologies to bring them to a stage ready for licensing to a global pharma or medical device group. Helicon has more than $2 million in cash reserves, sufficient for the merged group to reach licensing deals.

    Dr Saliba Sassine, Chairman of Helicon commented “the Board of Helicon is delighted to announce this transaction which provides Helicon with the opportunity to generate significant revenue in two high potential market segments from Australian developed technologies.”

    Rod Tomlinson, Executive Director of ASAP and Chairman of the LEI Scientific Committee commented “BreatheAssist® and Vibrovein® have exciting potential. Whilst they each offer suitable global licensees an opportunity in billion dollar plus markets, the risk factor of each is an order of magnitude lower than marketing a new drug molecule or vaccine”. Mr Tomlinson was formerly Chief Chemist at Smith and Nephew Australia and subsequent to that built and owned Soltec Research Pty Ltd. Soltec was the recipient of a number of awards including an Australian Small Business Award and an Australian Export Award.

    www.helicongroup.com

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

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    ASX Company News: Xstrata Increases Offer For Sphere Minerals

    Thursday, November 4th, 2010

    In respect of the offer by Sidero Pty Limited (ABN 56 145 740 450) (Xstrata) for all the shares in Sphere Minerals Limited (ABN 66 009 134 847) (SPH).  Sphere confirms its recommendation of Xstrata’s increased offer of $3.00 per Sphere share and notes Xstrata’s offer is final and will not be increased.

    Sphere notes the announcement made by Xstrata earlier today and the Fourth Supplementary Bidder’s Statement released simultaneously with that announcement. Through its announcement, Xstrata has:

    • Increased its offer price to acquire all of the shares in Sphere from $2.50 cash for each Sphere Share to $3.00 cash for each Sphere Share; and
    • Declared that its offer price is final and will not be increased. Xstrata has reiterated its previously announced intention that it will declare its offer for Sphere free from all conditions if:
    • by 4pm Sydney time on 5 November 2010, Xstrata receives acceptances such that Xstrata’s relevant interest in Sphere shares exceeds 50% (in aggregate by number); or
    • within the last 7 days of the Offer Period, Xstrata receives acceptances so that its relevant interest in Sphere shares exceeds 50% (in aggregate by number) prior to the end of the Offer Period (ending at 7pm, Sydney time, on 12 November 2010).

    Xstrata has also indicated that it will allow its offer to lapse if it does not have a relevant interest in Sphere shares in excess of 50% by the end of the Offer Period.

    The Sphere Board unanimously recommends that Sphere shareholders accept Xstrata’s increased cash offer, in the absence of a superior proposal. The Sphere Board is of the view that Xstrata’s increased offer represents the best opportunity for all shareholders to maximise the value of their investment. Xstrata’s increased offer of $3.00 per Sphere Share represents a substantial 94% premium to the pre-offer Sphere price of $1.55 and a significant 20% increase to Xstrata’s initial offer of $2.50.

    Xstrata’s increased bid offers shareholders a compelling opportunity to realise, in cash, the value of their investment without the inherent development and funding risks associated with the next phase of Sphere’s development. If the Xstrata offer is unsuccessful and no other offers emerge, Sphere’s share price may fall significantly below the current trading price and Sphere shareholders will be exposed to the ongoing risks associated with an investment in Sphere.

    Since the announcement of the Xstrata offer, on 24 August 2010, Sphere notes that it has not received any proposal from any other potential buyer of the company (including Sin-Tang Development Pte Limited).

    www.sphereminerals.com.au

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

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    ASX Company News: itX Group In Discussions Regarding Takeover

    Saturday, August 7th, 2010

    itX Group (ITX) refers to reports in today’s press indicating that “there could be a takeover offer on the way” and that “there will be corporate news in the next week or two.”

    ITX confirms that it is in discussions with an interested party regarding a preliminary non – binding indication of interest to acquire 100% of the ordinary shares in ITX.

    The ITX Board confirms that the indication of interest is indicative and non binding, and the ITX Board has not formed a view with respect to the indication of interest.  At present there is no certainty that the discussions will lead to an offer or proposal being put to ITX shareholders.

    ITX will provide an update to the market as and when required in accordance with its continuous disclosure obligations.

    www.itxgroup.com.au

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

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    ASX Company News: QRSciences Holdings May Acquire API Security

    Sunday, July 25th, 2010

    QRSciences Holdings Limited (QRS) is pleased to announce that it has entered into a non-binding term sheet with API Security Pty Limited (API) in relation to the potential acquisition by QRS of the API Services and Solutions business. The API Services and Solutions business is one of Australia’s leading security businesses. The Business provides locksmith services including the design and installation of masterkey services and the servicing and keying of lock systems.

    QRS CEO Rick Stokes said, “The Transaction will be significant for QRS. Unaudited management accounts (which will be reviewed in due diligence) show that the Business had revenue in FY10 of approximately $24 million and EBIT of $3 million. The Transaction has the potential to provide synergies with QRS’s existing security business through the distribution of QRS’s products through API’s 19 branches located Australia wide.”

    The non-binding Term Sheet sets out some of the terms on which QRS may acquire the Business. Those terms include a purchase price of $12,700,000 subject to a working capital adjustment; QRS assuming debts of the Business in the amount of $1,446,000; API providing certain transitional services to QRS; QRS being granted exclusivity in relation to the acquisition of the Business until 7 September 2010 (unless the Term Sheet is terminated before that date); and API agreeing to pay a break fee to cover certain expenses incurred by QRS if API does not proceed with the sale of the Business to QRS on the terms set out in the Term Sheet. The Transaction may be partially funded from QRS’s existing cash holdings of approximately $7 million and / or may be funded by way of a rights issue. QRS will make an announcement to the ASX in due course if it determines that it will undertake a rights issue.

    QRSciences Holdings Limited is based in Melbourne, Victoria. Its wholly owned distribution business, QRSciences Security Pty Ltd has offices located in Melbourne, Sydney, Brisbane and Perth, and comprises Q Video Systems and Q Alarm Supplies.

    www.QRSciences.com

    www.qcctv.com.au

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

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    ASX Company News: Talent2 Acquires Origin HR

    Sunday, July 25th, 2010

    Talent2 International Limited (TWO), Asia Pacific’s leading Human Resource Outsourcing company, is pleased to announce that it has completed the acquisition of Origin HR. Origin HR is a leading provider of online vocational education and training. Origin owns its own customised software developed especially for the VET sector and boasts some of the country’s leading financial services, banking, legal and accounting firms as its customers. Origin also has a growing franchise business allowing for greater access to regional centres. Origin HR has annual revenues of approximately $2 million. The  acquisition, which requires an initial payment, and further payments based on the earnings of Origin HR for the financial years ending 30 June 2011 and 2012, will be funded through a combination of cash (60%), and equity (40%).

    John Rawlinson CEO of Talent2 said “Origin HR is a great addition to our vocational training business and helps us achieve our goal of being leaders in workplace training. Improving workforce productivity through effective and efficient workforce training and assessment is vital to the success of our clients, and we will continue to invest in this area. The Australian vocational training market is estimated at $6.8 billion, and given our client base, reach, and capability, we are confident that this will be a profitable growth area”. Matt Jacobsen CEO of Origin HR said “We saw a terrific fit with Talent2 Sugar. It provides us greater distribution through Talent2’s existing customer base and will give us scale and the ability to grow our franchise network from six to twenty five over the next two years. We are very excited about the growth of our business and are looking forward to helping Talent2’s clients manage their vocational training requirements”.

    Talent2 is leading the region in executive recruitment, HR business process outsourcing and technology. It is focused on providing integrated HR solutions that are innovative and effective. Talent2 helps its clients to ’Acquire, Manage and Optimise’ their talent so that they can focus on growing their businesses. Talent2 has offices across Australia, Bahrain, China, Hong Kong, India, Japan, Malaysia, New Zealand, Oman, Papua New Guinea, Qatar, Singapore, Taiwan, UAE, UK and USA to serve its extensive client base of blue-chip multi-nationals and public sector organisations.

    www.originhr.com.au

    www.talent2.com

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

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    Aquacarotene To Merge With Farmacule

    Monday, April 19th, 2010

    The merger of Aquacarotene (AQL) and Farmacule will create a leading plant biotechnology company with both short, medium and long term revenue growth prospects emanating from a core focus on the production of biofuels (ethanol) and high value commercial proteins.

    The Directors of Aquacarotene Limited have today signed an agreement to merge, subject to shareholder approval, with Farmacule Bioindustries Pty Ltd with the objective of delivering improved plant based systems for the production of bioethanol from sugar cane and plant made compounds for use in the medical research, nutraceutical and industrial markets.

    Farmacule established in 2001 holds global exploitation rights from the Queensland University of Technology (QUT) for the patented INPACT® technology together with a number of additional patented technologies applicable to the use of plants as factories for the production of various compounds. Upon the successful merger of Aquacarotene and Farmacule all the patents supporting INPACT® will be transferred to the merged company.

    The INPACT® technology was specifically developed by a QUT research team led by Farmacule’s CSO Professor James Dale for the purpose of providing a sophisticated proprietary gene switching and amplification technology which increases the expression and yield in selected plants of novel proteins, enzymes and molecules of interest.

    Mel Bridges, Chairman of Farmacule (and the proposed merged company) said that the combination of Farmacule and Aquacarotene was a classic merger where the sum of the parts was greater than that of the individual parts. Farmacule has an exciting future, however the merger would accelerate its delivery of high end valuable products such as Vitronectin and biofuels from sugarcane. The merger of Aquacarotene and Farmacule paves the way to build a very successful global plant biotechnology company, Mr Bridges added.

    www.aquacarotene.com.au

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