NRW Holdings Limited (ASX: NWH) confirms that on 11 August 2022 it approached the board of MACA Limited (ASX: MLD) with a confidential, non-binding indicative proposal under which the two companies would merge through a combined cash and share merger by way of a scheme of arrangement.
NRW’s merger proposal was to acquire all MACA’s shares for an implied consideration of $1.085 per share.
NRW views the merger proposal represented a compelling value proposition for all MACA shareholders, valuing the equity of MACA at $375 million.
NRW’s merger proposal was subject to certain conditions including completion of confirmatory due diligence to the satisfaction of NRW (expected to be completed over a two-week period), finalising finance arrangements, entry into a scheme implementation agreement and a unanimous recommendation from the MACA board that MACA shareholders vote in favour of the merger proposal in the absence of a superior proposal.
NRW confirms it has received a letter of interest to underwrite an acquisition finance facility from its financiers.
In NRW’s view, the merger proposal was capable of being a superior proposal to the current conditional Thiess takeover offer of $1.025 and warranted further investigation by MACA.
NRW has today received correspondence from MACA that it does not consider the merger proposal as superior to the current conditional Thiess takeover offer and does not propose to engage in further discussions in respect of the merger proposal in the form presented.
“We are disappointed that the board of MACA has indicated that it is not willing to entertain our compelling proposal,” NRW managing director Jules Pemberton said.
“NRW believed it was uniquely positioned to offer attractive value for all MACA shareholders and, importantly, the benefits of continued exposure to MACA’s business as part of a larger and diversified provider of contract services to the resources, infrastructure and energy sectors across Australia.”
