Bid off, deal done, Sigma Pharmaceuticals survives to live another day.
That’s the bottom line from yesterday’s news that Sigma has agreed to sell its pharmaceuticals division to its would-be suitor, Aspen Pharmacare of South Africa, for $900 million.
That’s around $300 million more than Sigma’s market cap yesterday of around $600 million.
Look on it as a form of radical diet or surgery, cutting off a limb (a major one at that) to save the rest of the company.
Sigma’s new chairman Brian Jamieson said in the statement that the sale had come after the board had considered a few expressions of interest in the firm’s business and parts of the group.
"The Board has concluded that Aspen’s proposal to acquire the Pharmaceuticals division is the best alternative for Sigma shareholders," Mr Jamieson said in yesterday’s statement.
Sigma’s pharmaceuticals division includes Sigma’s generics, consumer, over the counter, Herron, ethical products, medical products, Orphan and manufacturing businesses.
The proposed sale to the subsidiary of the South African-listed pharmaceutical company is subject to a number of conditions, which include shareholder approval, lender approval, regulatory approval and preparation of definitive sale documentation, Sigma said.
Directors of Sigma recommended that shareholders vote in favour of the sale in the absence of a superior alternative.
Sigma said it would keep its healthcare division, which includes the wholesale and retail businesses.
"Sigma will emerge after the sale in a financially powerful position for future growth and business improvement under the company’s new management team led by Mr Mark Hooper," Mr Jamieson said.
"We will also consider potential capital management initiatives."
Shares in Sigma were up 4c, or over 7% in early trading after the news came out, at 55c. They eased during the day to finish at 52, up 4%.
Sigma preferred to sell the business to Aspen rather than accept a 55c a share offer (down from an original 60c a share) from the South African company.
Now we will have to wait to see what Sigma does with the cash.
Pay some of the $800 million in debt might be a good start and complete changes aimed at putting its healthcare and pharmacy supply business on a more economic footing, before any return of capital to shareholders.
And grains group AWB has received a rival, unsolicited takeover proposal from Canadian rural group Agrium at $1.50 cash a share.
The offer values AWB at about $1.23 billion and tops the so-called merger of equals proposal from NSW-based Graincorp that valued the company at around $860 million.
AWB revealed the approach yesterday in a statement to the ASX (http://imagesignal.comsec.com.au/asxdata/20100816/pdf/01088214.pdf).
AWB shares jumped 29% to trade around $1.42 yesterday after the approach had been revealed to the market.
Under the GrainCorp merger proposal, which will be implemented via a scheme of arrangement, GrainCorp will issue to AWB shareholders one GrainCorp share for every 5.75 AWB shares.
The Agrium proposal, which would be effected by scheme of arrangement, is conditional upon Agrium conducting limited due diligence with respect to certain financial and legal matters.
Implementation of the proposal would be subject to receipt of foreign investment approvals, removal of the 10% shareholding cap under AWB’s constitution and the negotiation of an implementation agreement.
‘‘The AWB directors advise shareholders that the Agrium proposal is conditional and subject to negotiation and may not lead to a definitive arrangement,’’ AWB said in yesterday’s statement.
‘‘Accordingly, at this stage, the merger implementation deed with GrainCorp remains on foot and AWB directors have not withdrawn or modified their previous recommendation that shareholders vote in favour of the merger with GrainCorp.’’
Canada-based Agrium said its proposal represented a 57% premium to AWB’s trading price of 95.5c a share on July 29, just prior to the GrainCorp merger announcement.
Agrium said its proposal was sent to the AWB board on August 14.
‘‘Agrium is in discussions with AWB with the intention of agreeing to a proposal that the AWB Board would recommend to its shareholders,’’ Agrium said in a statement.
‘‘Agrium sees significant potential to enhance the product and service offerings to the Australian and New Zealand grower, particularly through AWB’s retail Landmark Rural Services division, by utilising Agrium’s international fertiliser and crop protection sourcing capabilities, while supporting further growth within each division of AWB.’’
GrainCorp shares jumped more than 4% yesterday, or 26c, to $6.53 as investors thought that the company might be better off without AWB. Or they feel a bid coming on.
Another Canadian agribusiness, Viterra, bought ABB Grain Ltd for $1.6 billion in September of last year.
