Industrea and General Electric Company (GE) have announced the execution of a Scheme Implementation Agreement to effect the proposed acquisition of 100% of the issued shares in Industrea by GE by way of scheme of arrangement (Scheme).
GE has offered to acquire 100% of Industrea’s issued shares at A$1.27 cash per share (Proposal), with the acquisition price representing a 48% premium to the previous close and implying a fully diluted value for Industrea of approximately A$470 million.
Additionally, the Industrea Board has negotiated the ability to sell Industrea Mining Services (IMS) separately, in which case Industrea shareholders will be entitled to receive any net proceeds from the sale of the division above an agreed value in addition to the $1.27 per share offered by GE.
The Board will commission an Independent Expert to consider whether the proposal is in the best interests of Industrea shareholders. The Independent Expert’s report will be provided to Industrea shareholders as part of the Scheme booklet.
In the absence of a superior proposal and provided that the Independent Expert forms and continues to hold the opinion that the Scheme is in the best interests of Industrea shareholders, each member of the Board of Industrea intends to vote in favour of the Scheme, and unanimously recommends that all Industrea shareholders vote in favour of the Scheme.
The Hon David Beddall, chairman of Industrea comments that the offer is at a significant premium to the current share price. Since the Industrea board believes that the offer represents fair value, they recommend unanimously that shareholders vote in favour of the Scheme.
According to Mr Robin Levison, managing director and CEO of Industrea, GE’s capital, technical expertise and global customer relationships are expected to accelerate the growth of Industrea’s businesses, building on the company’s strong reputation for products and services that enhance the safety and productivity of mining companies.
He expects new career opportunities to open up for their people with customers also benefitting from increased resources devoted to product development and innovation.
Industrea intends to commence an orderly sale process for IMS, with the goal of realising additional value over the $1.27 for shareholders. If the sale of IMS is not brought to a conclusion, and there is no guarantee any sale will occur, then GE will retain IMS as part of the Proposal.
Industrea specialises in the global supply of mining products and services, with diversified revenue streams from asset management and engineering services for the mining industry.