Campbell Brothers’ bid for the Perth-based metallurgical testing specialist Ammtec has finally succeeded after the Brisbane-based company upped its offer price for a second time to $4.06 and won the greenlight from its target’s board.
In a statement late Monday, the two companies revealed that the new offer had been agreed and the two companies were now speaking with the one voice, rather than hissing at each other in press releases and ASX statements.
The statement said "Ammtec shareholders will receive $3.85 cash (an increase of 5 cents) per Ammtec share or 4 Campbell Brothers shares for every 33 Ammtec shares; – Campbell Brothers will consent to Ammtec paying an 11 cent fully franked FY2010 final dividend and a conditional 10 cents special dividend.
"The Revised Offer reflects total value to Ammtec shareholders of $4.06 under the cash offer and $4.08 under the alternative share offer inclusive of the final dividend and special dividend.
"Eligible Ammtec shareholders may also benefit from up to 9 cents in franking credits for a total potential value of up to $4.15 under the cash offer and $4.17 under the alternative share offer."
The $4.06 is around 21% higher than the initial offer.
The two companies said "the Revised Offer will only be available to Ammtec shareholders if Campbell Brothers does not reach a 30% relevant interest by 15 September 2010 and, therefore, does not declare the current offer unconditional in accordance with its previously announced intention.
"Campbell Brothers and Ammtec both recommend Ammtec shareholders take no action until 16 September 2010.
"Ammtec’s Board unanimously recommends Ammtec shareholders ACCEPT the Revised Offer after 15 September 2010, in the absence of a superior offer."
Ammtec Chairman David Macoboy said in the statement that "The Ammtec Board believes the Campbell Brothers Revised Offer, including the FY2010 final dividend and the special dividend, represents fair value for the Company and is in the best interests of all Ammtec shareholders.
“The board unanimously recommends Ammtec shareholders accept the Revised Offer after 15 September 2010, in the absence of a superior proposal,” said Mr Macoboy.
“Each Ammtec director will accept the Revised Offer in respect of the shares they own or control, in the absence of a superior proposal.”
Following recent completion of limited due diligence on Ammtec’s FY2011 forecasts, Campbell Brothers says it will now extend the offer period by 3 weeks so that it is scheduled to close on October 13.
Ammtec shares ended at $4.03 yesterday, up 5.2%, or 20c. Campbell shares finished down 3c at $32.03.
And in another, much bigger deal, the Foreign Investment Review Board (FIRB) has approved the takeover of private hospital group, Healthscope by US private equity firms The Carlyle Group and TPG Capital.
Healthscope said yesterday that the FIRB had notified it that the federal government had no objection in terms of foreign investment policy to the consortium’s proposal to buy 100% of the private hospitals and pathology operator.
The US-based equity firms have proposed a $2.7 billion takeover of Healthscope.
Directors of Healthscope continue to recommend to the company’s shareholders to vote for the current proposal at the meeting on September 22 in Melbourne (a week from today).
Shares in Healthscope were up 3c yesterday at $6.17.
