Mareterram - Recommended proportional takeover offer by Sea Harvest
Mareterram Limited (ASX: MTM)has announced that it has entered into a Bid Implementation Agreement (BIA) with its major shareholder Sea Harvest Holdings Proprietary Limited (Sea Harvest) pursuant to which Sea Harvest will make a conditional proportional off-market cash offer to acquire 1 out of every 2 shares held by Mareterram shareholders (other than Sea Harvest and its related entities) for $0.35 cash per share.
- Sea Harvest proposes to make a proportional cash takeover offer at $0.35 per share to all existing Mareterram shareholders for 50% of their shares in Mareterram
- Mareterram’s Independent Directors1 unanimously recommend the Offer in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Offer is fair and reasonable to shareholders
- Mareterram’s directors and four major shareholders intend to accept the offer in the absence of a Superior Proposal
- Mareterram and its shareholders will benefit from the closer relationship with Sea Harvest
- Sea Harvest strongly supports and endorses Mareterram’s current directors, management and strategy
The Board of Mareterram Limited (ASX: MTM) (Mareterram or the Company) is pleased to announce the Company has entered into a Bid Implementation Agreement (BIA) with its major shareholder Sea Harvest Holdings Proprietary Limited (Sea Harvest) pursuant to which Sea Harvest (or a member of the Sea Harvest group) will make a conditional proportional off-market cash offer to acquire 1 out of every 2 shares held by Mareterram shareholders (other than Sea Harvest and its related entities) for $0.35 cash per share (Offer). A copy of the BIA is attached to this announcement.
Sea Harvest (through a wholly-owned subsidiary) is the largest shareholder in Mareterram, currently holding voting power of 19.9%. Sea Harvest’s Offer is conditional upon (amongst other things) achieving a 50.1% shareholding. If all of Mareterram’s shareholders choose to accept the Offer, Sea Harvest’s ownership of Mareterram shares will increase up to a maximum of approximately 59.6% for a total cash consideration of approximately $19.7 million.
David Lock, CEO and Managing Director of Mareterram commented: “This is an outstanding result for Mareterram and its shareholders. To be more closely aligned with a high quality company with the fishing industry expertise and experience of Sea Harvest is an exciting and significant development for our growing company. This transaction reinforces our strategic direction and will help us deliver our strategy to drive long term value creation for all Mareterram shareholders”.
Mr Felix Ratheb, Chief Executive Officer of Sea Harvest (and non-executive director of Mareterram) stated: “This proposed Offer for Mareterram’s shares demonstrates our confidence in Mareterram and is a strong endorsement of its high quality people and strategic direction. Sea Harvest will continue to support Mareterram’s Board and management and their strategy. We believe by increasing Sea Harvest’s shareholding we can better partner and assist Mareterram in achieving its goals, especially in relation to its growth and diversification objectives.”
Under the terms of the BIA Sea Harvest has the right to appoint Mr Fred Robertson as a non-executive director to the Board (in addition to Mr Ratheb) upon acquiring a relevant interest in 50.1% of Mareterram shares and the Offer being declared unconditional.
Chairman of Mareterram Mr Peter Hutchinson said: “The Company looks forward to welcoming Mr Robertson to the Board as a Non Executive Director (subject to completion of the Offer) and his much anticipated contribution given his significant international business experience, particularly in his role as Chairman of Sea Harvest and its holding company Brimstone. Mr Robertson was clearly impressed and saw opportunity during his most recent trip to Western Australia and the Company’s prawn trawling operations in Carnarvon”.
A brief profile of Mr Robertson follows: Executive chairman and co-founder of Brimstone, Mr Robertson is a leading figure in the South African business community, having gained experience on the national and international business stage through his directorships of Remgro Limited, AON Re Africa (Proprietary) Limited and Old Mutual Emerging Markets Limited. He is also non-executive chairman of Sea Harvest, Lion of Africa Insurance Company Limited, Lion of Africa Life Assurance Company Limited and House of Monatic (Proprietary) Limited.
To view the full announcement, please click here.