Tuesday 12th March 2019
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Finaccess Capital has cleared the final hurdle to secure control of Restaurant Brands New Zealand in the final day of its partial takeover bid.
The Mexican suitor has secured 61.7 percent of acceptances in the $9.45 per share offer for up to three-quarters of the fast food franchise operator. The shares last traded at $8.75.
Finaccess targeted a 75 percent stake but was able to declare the offer unconditional if it secured more than 50 percent. If Finaccess ends up with more than 75 percent, selling shareholders will be scaled.
Under the Takeovers Code, an offer with a minimum acceptance condition can be extended for another 10 working days if that condition is met or satisfied in the five days before the offer closes.
Restaurant Brands shareholders left their run late in accepting the offer, with Finaccess ending last week with about 41 percent acceptances, up from 28 percent the week before that.
The offer values Restaurant Brands at $1.18 billion and was a 24 percent premium to the $7.60 share price the company was trading at before the bid emerged. Director Stephen Copulos agreed to sell his 8.6 percent stake at the get-go and the independent directors threw their backing behind it after the independent adviser valued Restaurant Brands at $1.02-1.11 billion.
Chief executive Russell Creedy and chief financial officer Grant Ellis also elected to sell into the offer.
Finaccess has already secured Overseas Investment Office approval and consent from the Yum! Franchisors. It has yet to declare the offer unconditional.
The Mexican firm has said it will keep Restaurant Brands' dividend policy unchanged in the near term and promised not to de-list the company in the following 12 months unless it mounted a full takeover. If it does seek to mop-up the remaining shares, it has promised not to offer a lower price, subject to wider movements on the benchmark S&P/NZX 50 Index.
Finaccess has told Restaurant Brands that it doesn't envisage raising new equity in the near to medium term, while noting that could change if there was a larger deal couldn't be funded from existing cash flow.
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