Thiess has increased the offer price from $1.025 cash per MACA share to $1.0751 cash per MACA share
Increased offer price represents a premium of 49.2% to the MACA one month VWAP as at 25 July 2022 (the day prior to announcement of Thiess' Offer)
If on, or prior to 5:00pm (Sydney time) on Friday, 23 September 2022, Thiess has a Relevant Interest2 in more than 50% (by number) of the MACA shares on issue at the time and no Offer Condition has been breached by that time, Thiess will as soon as practicable declare the Offer free from all remaining outstanding Offer Conditions3.
Subject to the Offer first becoming unconditional, MACA has agreed, whilst the Bid Implementation Deed is not terminated, to (except to the extent of matters required in order for the MACA directors to discharge their fiduciary or statutory duties) not do, or omit to do, anything which would breach the Offer Conditions of no Prescribed Occurrences and no issue of convertible securities, derivatives or other rights by MACA if it occurred prior to the waiver of those Offer Conditions.
MACA Board maintains its recommendation of Thiess’ Offer in the absence of a superior proposal and subject to the Independent Expert continuing to conclude the Thiess Offer is fair and reasonable, or not fair but reasonable, to MACA shareholders.
Thiess’ Relevant Interest in MACA is 32.20% as at 15 September 2022 which includes acceptances received from all MACA’s founding shareholders and directors who own or control shares.
Thiess has extended the Offer period to 7 October 2022.
Shareholders should accept the Offer4 as soon as possible to maximise the prospects of the offer becoming unconditional and receiving their cash consideration in a timely manner.
1The Offer Price of $1.075 per MACA share is subject to the Offer terms outlined in the Bidder’s Statement. The Offer Price will be reduced by the amount or value of any ‘Rights’ attaching to the MACA shares in respect of which the Offer is accepted, which arise or are paid on or after the Announcement Date, which the Bidder does not receive (noting that a Right include a dividend but does not include any attaching franking credit). See section 9.8 of the Bidder’s Statement for further details regarding the treatment of dividends and other entitlements.
2As defined in Thiess' Bidder's Statement.
3 Thiess reserves its rights to waive any or all of the remaining outstanding Offer Conditions at any time, including (without limitation) if Thiess does not have a Relevant Interest in more than 50% (by number) of the MACA shares on issue.
4In the absence of a superior proposal and subject to the Independent Expert continuing to conclude the Offer is fair and reasonable, or not fair but reasonable, to MACA shareholders.