Takeover offer for MLD by Thiess @ $1.025
MACA Limited today announces that it has entered into a Bid Implementation Deed ("BID") with Thiess Group Investments Pty Ltd under which Thiess has agreed to make an offer to MACA shareholders to acquire all of the issued shares in MACA by way of a conditional off-market takeover bid (“Offer”).
Offer overview Thiess has agreed to offer MACA shareholders consideration of A$1.025 cash per share for each MACA share they own pursuant to the Offer ("Offer Price"), which is conditional upon the fulfilment or waiver of certain conditions details of which are in this announcement.
Thiess will be entitled to reduce the Offer Price by the amount (if any) of any dividend (or other Rights, as defined in the attached Offer terms) attaching to MACA shares after today.
The MACA Board has not yet determined whether or when any such dividend will be declared or paid. Refer to the BID summary below for further information.
The Offer Price of A$1.025 per share represents: • a 28.1% premium to the last close price of MACA shares on the ASX on 25 July 2022, the trading day prior to this announcement; • a 42.2% premium to the MACA one month VWAP as at 25 July 2022; • a 37.4% premium to the MACA three month VWAP as at 25 July 2022; and • a 32.1% premium to the MACA twelve month VWAP as at 25 July 2022.
The Offer is an all cash offer and delivers a substantial premium to MACA shareholders.
The Offer has minimal conditions, which are included in Annexure A. The Directors of MACA recommend that MACA shareholders accept the Offer, in the absence of a superior proposal and subject to the Independent Expert (to be engaged by MACA to opine on the Offer) concluding, and continuing to conclude, that the Offer is fair and reasonable (or not fair but reasonable) to the MACA shareholders.