ATON, through its wholly-owned subsidiary ATON Austria Holding, will be acquiring all or a portion of the remaining issued ordinary shares of Murray & Roberts at a purchase price of R17.00 per share.
ATON AT acquired 18,254,275 shares on market for an average consideration of R16.99 per Murray & Roberts share and a maximum consideration of R17.00 per Murray & Roberts.
Following settlement of the acquisition of such Murray & Roberts shares on Monday 28 May 2018, the company will hold 194,352,620 ordinary shares in Murray & Roberts, representing approximately 43.70% of the entire issued share capital of Murray & Roberts, which translates to approximately 43.94% of the voting rights of Murray & Roberts, taking into account non-voting shares including those repurchased by Murray & Roberts under its share repurchase programme up to 2 November 2017.
As a result of such acquisition the company is required to increase the offer consideration for its Offer to R17.00 per Murray & Roberts share.
ATON’S to waive minimum acceptance condition
Consistent with the compamny’s reservation of its right to waive the minimum acceptance condition in ATON has advised Murray & Roberts’ shareholders that it intends to waive the minimum acceptance condition.
In this regard, ATON has commenced engagements with the TRP in order to give effect to such waiver, and will publish an appropriate announcement in due course regarding ATON’s waiver of the minimum acceptance condition.
In late March this year Murray & Roberts stated that initial offer from ATON to purchase it was opportunistic and was made at a time of unprecedented share price weakness because of low liquidity, declining valuations of its legacy peers in the construction sector and halting of its share buy-back programme in 2017.
It also believed the cash offer price of R15.00 per share materially undervalued the company based on its prospects.
A statement from the Murray & Roberts listed other points of contention including:
- the rationale presented by ATON for the company was weak in a number of material respects
- the independent review board appointed by Murray & Roberts was of the view that the proposed offer price, and the prospects of ATON successfully delisting Murray & Roberts were very low
- scenarios where ATON accretes its shareholding but does not delist Murray & Roberts presented risks to Murray & Roberts’ shareholders and ATON, including conflicts of interest, strategic misalignment and reduced strategic flexibility and would potentially cast Murray & Roberts adrift into a protracted period of uncertainty as ATON gradually increases its shareholding and attempts occasionally to delist the company; and
- it was not clear how ATON proposed to manage the dilution of Murray & Roberts’ B-BBEE ownership credentials and the potential resultant impact on material contracts and employment