NRW Holdings (ASX: NWH) has provided its bidder’s statement to acquire all ordinary shares in Primero Group for 27.5c per share and 0.106 NRW shares for each Primero share.
In his letter to Primero shareholders, company chairman Michael Arnett said:
Recommended off-market takeover bid for Primero
On behalf of the NRW Board, I am pleased to present you with this Bidder’s Statement which details NRW’s Offer to acquire all of your Primero Shares.
Under the Offer you will be paid for $0.275 cash plus 0.106 NRW Shares for each of your Primero Shares.
The Offer is structured so that Primero Shareholders receive both an attractive price and consideration comprising both cash and NRW Shares. As a result, you can realise part of your investment for cash and become a shareholder in a leading diversified provider of contract services to the resources and infrastructure sectors in Australia.
The Offer values Primero at approximately $100 million or $0.551 per Primero Share based on NRW’s closing share price of $2.59 on 23 November 2020 on a fully diluted basis. This represents a premium of:
14.6%, to the price of a Primero Share on the ASX at the close of trading on 23 November 2020, the day prior to announcement of the Offer;
30.1% to the 30 trading day VWAP of Primero Shares; and
50.5% to the 60 trading day VWAP of Primero Shares.
The Offer has been unanimously recommended by the Primero Board and each Primero Director intends to accept the Offer in respect of all Primero Shares they own and control no earlier than 21 days after the date of the Offer, in the absence of a Superior Proposal.
The Primero Directors own or control approximately 51.9 million Primero Shares representing approximately 30% of Primero Shares on issue as at 27 November 2020, being the last practicable date before the date of this Bidder’s Statement.
An investment in NRW brings with it a profitable and financially secure company with diversified revenue streams, attractive growth opportunities and a proven management team which the Primero management team will become a part of. Moreover, you will benefit from the higher liquidity of NRW shares, the potential to receive dividends and may be eligible for partial CGT rollover relief.
The Offer is subject to a 90.1% minimum acceptance condition and other customary conditions, including no regulatory actions, no material adverse change or no prescribed occurrences. A full list of those conditions is provided in section 10.11 of this Bidder’s Statement.
The Offer is open for your acceptance until 7.00pm Sydney time on Friday, 22 January 2021, unless extended. To accept the Offer, please follow the instructions in this Bidder’s Statement and the enclosed acceptance form.
If you have any questions about the Offer, please contact your legal, financial or other professional adviser, or call the offer information line on 1300 222 378 (toll free) (within Australia) or +61 1300 222 378 (normal charges apply) (outside of Australia).
I encourage you to read this Bidder’s Statement carefully and to accept this Offer.