Recruit Holdings acquires Chandler Macleod Group
The acquisiton is for a total cash consideration of $290.4 million, implying an approximate enterprise value of $382.0 million for Chandler Macleod.
The key features of the transaction include:
• •? a cash payment by Recruit of $0.53 for each Chandler Macleod share under the Scheme of Arrangement (& lsquo;Scheme’)
• •? a dividend to be paid by Chandler Macleod of 1.7 cents per share in respect of the half year to December 2014, which is expected to be fully franked
• •? the unanimous recommendation of the Board of Chandler Macleod is that shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Chandler Macleod shareholders
• •? conditions including the requirement for approval of the Scheme by Chandler Macleod shareholders and by the Federal Court of Australia (& lsquo;Court’), and there being no & lsquo;material adverse change’, & lsquo;prescribed occurrence’ or & lsquo;regulated event’, in order for the Scheme to become effective.
Chandler Macleod Chairman, Mr Richard England, said “After careful consideration the Board unanimously recommends that shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Chandler Macleod shareholders. The directors of Chandler Macleod intend to vote all the Chandler Macleod shares held by them or on their behalf in favour of the Scheme, subject to the same qualifications.”
An Independent Expert’s report will be included in the Scheme Booklet which will be distributed to shareholders in late February. Chandler Macleod has appointed Sumner Hall Associates as Independent Expert.
“The Recruit proposal of $0.53 per share, in cash, is a premium of 82.8% to the closing price of Chandler Macleod shares today, and a premium of 67.6% to the 30 day VWAP. In addition to scheme consideration, Chandler Macleod is permitted under the transaction to pay its shareholders a dividend of 1.7 cents per share in respect of the six months to December 2014, which is expected to be fully franked,” Mr England said.