Bingo said the shareholders of Sydney waste merchant, Bingo Industries as it finally said ‘yes’ to a bid from Macquarie Infrastructure and Real Assets and its managed funds for $2.3 billion.
Under the deal, Bingo investors will have the option to receive $3.45 a share, or a mix of cash and unlisted scrip.
Bingo’s independent board committee and other Bingo recommending directors have unanimously recommended the deal.
The cash consideration will be less any special dividend declared and paid to Bingo shareholders on or before the date of implementation of the scheme of arrangement.
Bingo said it expects to declare a fully franked special dividend of 11.7 cents a share, resulting in franking credits of approximately 0.5 cents for each Bingo share.
The mixed cash and unlisted scrip alternative to the cash consideration is $3.30 for each Bingo share, comprised of $1.32 in cash and the remainder in unlisted scrip in Recycle and Resource Holdings Limited, an unlisted newly incorporated entity which will indirectly own 100% of the issued capital in Bingo.
Additionally, Bingo shareholders electing the Mixed Cash and Unlisted Scrip Alternative will be eligible for the earn-out dividend of up to 80 cents a share.
Bingo independent board committee chair Elizabeth Crouch said the scheme was in the best interests of Bingo’s shareholders.
Bingo shares jumped January following news of a proposed $2.6 billion takeover by CPE Capital and Macquarie, but have not surpassed $3.41 since until yesterday.
The company operates a fleet of about 330 garbage trucks – mostly in Sydney – with chief executive Daniel Tartak holding an 19.8% stake in the company.
Bingo shares jumped more than 6% to $3.40.
Bingo chairman and non-executive director Michael Coleman has recused himself from discussions on the issue and won’t give a recommendation in respect of how Bingo shareholders should vote on the scheme because he is as a non-executive director at Macquarie Group Limited and therefore has a big conflict of interest.
