NRW Holdings Limited said that on 11 August 2022, it approached MACA Limited’s Board with a confidential non-binding indicative proposal where the two companies would merge through a scheme of agreement (Merger Proposal) through combined cash and share merger.
NRW’s Merger Proposal was to acquire all MACA’s shares for an implied consideration of $1.085 per share.
“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,” NRW Managing Direction Jules Pemberton said.
In a separate statement, MACA stated its Board has unanimously concluded that the NRW Indicative Proposal is not superior to the existing conditional off-market takeover offered by Thiess Group Investments Pty Ltd to acquire all MACA shares.
MACA added that NRW’s Indicative Proposal assumes that only 50 per cent of the total consideration payable to MACA shareholders will be in cash. The company also stated that the value of the NRW Indicative Proposal is uncertain because it does not lock in the scrip component at a specific price but instead fluctuates with changes in the NRW share price from time to time.
According to MACA, NRW Indicative Proposal also indicated that the cash component of the consideration for MACA shares was not funded. The company has provided a financier’s “letter of interest”, specifying that debt funding commitments are subject to due diligence and formal credit and underwriting approvals.
MACA said it informed NRW that MACA would consider further discussion if NRW could remove or reduce risks that their Indicative Proposal asked MACA shareholders to assume and increase the total consideration offered.
“We are disappointed that the Board of MACA has indicated that it is not willing to entertain our compelling proposal,” Pemberton stated.
