Thiess announces recommended all-cash takeover offer for MACA

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Долдугаар сар 26, 2022
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HIGHLIGHTS

  • Thiess announces a recommended off-market takeover Offer to acquire 100% of the shares in MACA Offer Price of A$1.0251 per MACA share, to be paid 100% in cash, representing a 42.2% premium to the MACA one month VWAP as at 25 July 2022
  • MACA’s Board unanimously recommends that MACA shareholders accept the Offer in the absence of a superior proposal and subject to an independent expert concluding, and continuing to conclude, that the Offer is favourable to MACA shareholders
  • The all-cash Offer provides MACA shareholders with an opportunity to realise certain value for all their MACA shares, with no brokerage fees
  • The Offer is only subject to limited conditions, including FIRB approval, no objection by the ACCC, no Prescribed Occurrences, no issue of convertible securities, derivatives or other rights, and 90% minimum acceptances
  • Thiess intends to operate MACA in materially the same manner supported by MACA’s workforce, brand and assets, and to continue its highly regarded community partnerships

Thiess Group Investments Pty Ltd (Thiess) is pleased to announce an off-market takeover offer (Offer) to acquire all of the ordinary shares of MACA Limited (MACA) for a value of A$1.025 cash per share (Offer Price) which represents a 42.2% premium to the MACA one month VWAP as at 25 July 2022.

The Board of MACA unanimously RECOMMENDS that MACA shareholders accept the Offer and each MACA director has indicated that they intend to accept the Offer in respect to any MACA shares they own or control, in the absence of a superior proposal and subject to an independent expert concluding, and continuing to conclude, that the Offer is favourable to MACA shareholders.

Michael Wright, Executive Chair and Chief Executive Officer of Thiess, commented: “We believe our Offer is an attractive opportunity for MACA shareholders as it provides certainty of cash, a strong premium and an ability to achieve liquidity for their entire MACA shareholding. We are pleased to have the support of the MACA Board for our Offer.”

“The proposed acquisition of MACA is an important part of Thiess’ strategy to diversify its operations across commodities, services and geographies. Thiess has a high regard for MACA’s service quality, and we believe our industry experience positions us well to enhance MACA’s value proposition to clients and employees. We recognise and intend to maintain and grow MACA’s strong brand and presence in the Western Australian market. Thiess also looks forward to supporting MACA to meet the evolving needs of its client base through promoting further investment in low emission and technology-led solutions.”

See full announcement here.

Read Thiess' Bidders Statement here.


1The Offer Price of $1.025 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.
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