PERTH (miningweekly.com) – Takeover target MACA on Friday confirmed that it had rebuffed a takeover offer from NRW Holdings, saying it was not superior to a takeover offer from Thiess.
NRW this week confirmed it had launched a rival bid for MACA, offering combined cash and share merger valuing MACA shares at A$1.085 a share and valuing the company at A$375-million.
NRW said that, in its view, its own merger proposal was superior to the conditional A$1.025 a share cash offer by Thiess.
However, MACA on Friday said that the NRW offer only saw 50% of the consideration being paid in cash, meaning the ultimate value delivered to MACA shareholders would be uncertain, given the NRW offer did not lock in the scrip component at a certain price, but rather would fluctuate with changes in the NRW share price from time to time.
Furthermore, MACA noted that NRW’s cash component was not funded, with the suitor providing a financier’s ‘letter of interest’ which specified that the debt funding commitments were subject to due diligence and formal credit and underwriting approvals.
Furthermore, MACA noted that the NRW offer was subject to conditions and that there was no certainty that it would result in a binding offer or the execution of a scheme of arrangement implementation agreement.
Despite the issues raised, MACA told NRW that it was open to further discussions and NRW could remove or reduce the risks associated with its indicative proposal.
In the meantime, MACA directors continued to recommend that shareholders accept the Thiess offer, in the absence of a superior offer, which will close on September 12.
Thiess weighed in on Friday, with a spokesperson for the company welcoming MACA’s continued support for the Thiess offer.
“Our recommended offer provides MACA shareholders with a substantial premium to historical trading prices and is payable fully in cash, allowing MACA shareholders to realise compelling and certain value for all their MACA shares. In recommending the Thiess offer, the MACA board recognises the benefits that the Thiess broup can deliver to key MACA stakeholders including its people, clients, stakeholders and communities.”