There's been a little speculation about competing bids and the possibility of Pemba lifting its bid for MSL, despite the Board's recommendation that shareholders should accept. Pemba today announced that $0.295 per share was its best and final offer.
"Pemba confirms today that the all cash consideration of $0.295 per MSL share under the Scheme (“Scheme Consideration”) is its best and final offer and will not increase its offer.
We continue to believe the Scheme Consideration is highly compelling for MSL shareholders for the following reasons:
1. Attractivepremium:The Scheme Consideration of $0.295per MSLsharere presents asignificant premium to the recent historical MSL share prices and well above average market transaction premia:
- ▪ 80.7% premium to the $0.163 one-month volume weighted average price of MSL shares up to and including 14 November 2022 (being the last trading day prior to the announcement of entry into the SIA);
- ▪ 78.0% premium to the $0.166 three-month volume weighted average price of MSL shares up to and including 14 November 2022; and
- ▪ 81.4% premium to the $0.163 six-month volume weighted average price of MSL shares up to and including 14 November 2022.
2. Compelling multiples: the Enterprise Value implied by the Scheme Consideration represents extremely attractive multiples for MSL:
▪ Implied EV / FY22A EBITDA multiple of 21.0x1; and
▪ Implied EV / FY22A Cash EBITDA multiple of 25.0x2.
3. Certaintyofvalue: The all cash Scheme Consideration provides MSLshareholders with certainty of value and the opportunity to realise their investment in MSL for cash, which is particularly relevant in the context of highly uncertain and volatile macro economic conditions.
4. The Independent Expert has concluded that the Scheme is in the best interests of MSL shareholders in the absence of a Superior Proposal, and the Scheme Consideration is significantly above the Independent Expert’s assessed value of the equity in MSL of $0.230 to $0.266 per MSL Share."
