Wednesday 3rd April 2019
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Trade Me Group shareholders overwhelmingly voted in favour of a $2.56 billion takeover by UK private equity firm Apax Partners, locking in an annual total return of almost 18 percent since its 2011 initial public offering.
The $6.45 a share offer attracted more than 99 percent support, and 66 percent of issued stock was cast, hitting both thresholds needed in the deal's scheme of arrangement structure.
The scheme requires 75 percent support and at least half the company's votes cast, as opposed to the 90 percent threshold of acceptances needed in a formal takeover to trigger compulsory mop-up provisions.
Chair David Kirk presided over a 32-minute special meeting in Wellington, with 20 or so shareholders in attendance and another 30 taking part online. He fielded just one question in the room and one other from the virtual audience. The company has about 9,060 shareholders.
Kirk reiterated the board's unanimous support for the deal, which was north of independent adviser Grant Samuel's valuation of $5.93-6.39 a share, saying shareholders had to decide whether they preferred cash now or wanted to keep their shares in the hope or expectation that they'd accrue more value over time.
"Shareholders will be able to realise value for their shares in cash now at a material premium to the market price," he said.
The stock recently traded at $6.42, and has jumped from the $5.10 price it traded at before the offer was made public. That's more than double the $2.70 offer price in the 2011 IPO.
Kirk said that including the $1.33 per share paid out in dividends since then, total shareholder return is 188 percent.
"A shareholder who invested at the time of the float back in late 2011 has received a return of 17.8 percent annually for the last seven-and-a-half years - the whole of the company's listed life. That is an excellent return for a publicly listed company," he said.
Kirk gave a potted history of how Apax made its unsolicited offer in October last year, initially at $6.40 a share. He said the board decided to go public on the potential deal when the Australian Financial Review wrote a speculative piece in November.
That shook out a rival bid by private equity firm Hellman & Friedman, which prompted Apax to raise its offer to $6.45 a share.
Trade Me now needs High Court approval for the scheme, with a hearing tentatively scheduled for April 16. Provided that goes ahead, Trade Me will de-list from the NZX and ASX around May 5, with shareholders expected to be paid around May 8.
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