Watpac and Besix have announced that they have agreed that Besix will make an unconditional off-market takeover bid to acquire all issued shares in Watpac that it does not already hold.
An independent board committee (IBC) formed by Watpac has unanimously recommended that Watpac shareholders accept the offer from Besix in the absence of a superior proposal emerging. An independent expert’s report has also concluded that the Offer is fair and reasonable. Each member of the IBC intends to accept the AU$0.92 (£0.51) offer for all shares held by them.
As the offer is unconditional, Besix also intends to conduct on-market purchases of Watpac shares from today at or below the offer price. Besix has not yet decided whether Watpac will remain listed on the Australian Stock Exchange.
The AU$0.92 offer price represents a premium of 40.5% over the last closing price of Watpac shares on 26 October 2018 (AU$0.66).
It is Besix’s intention that Watpac will operate as a standalone business, retaining the Watpac brand name and corporate governance. “Besix recognises and values the high quality and highly skilled people working at Watpac,” said the statement. “With the additional day-to-day support of Besix, both organisations will be able to achieve greater success together and provide employees of both companies the opportunity to explore new ventures, gain exposure to various contracting disciplines, complement each other’s skill sets and geographical reach as well as broaden the career development opportunities of Watpac staff, in Australia and internationally.”
Besix chief executive officer Rik Vandenberghe said: “We continue to believe in the strong fundamentals of the Watpac business and are supportive of current management and their strategic direction. We also believe that by better accessing our broader service offering, international experience and extensive innovation platform, Watpac will be able to compete for and successfully deliver a broader range of projects to grow earnings and shareholder value.”
Watpac chair Peter Watson added: “This is an exciting opportunity for Watpac, providing a phase of growth that builds on Besix’s extensive international contracting experience and expertise. This transaction will reinforce Watpac’s strategic direction and position Watpac for long-term success.”