Tuesday 14th September 2021
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Seeka Limited has entered an amalgamation agreement to acquire leading Northland kiwifruit business Orangewood Limited (“Orangewood”).
Orangewood shareholders are offered 0.6630 new Seeka shares and $1.35 in cash for every Orangewood share. The issue price for each new Seeka share is $5.33 being the volume weighted average price of Seeka shares traded on the NZX Main Board over the 10 business days ended 13 September 2021 (all fractions of Seeka Shares are to be rounded up to the nearest whole number).
The amalgamation consideration values Orangewood net assets at $4.71m. Seeka will assume approximately $1.84m of debt as part of the acquisition bringing the total transaction value to $6.55m.
The amalgamation proposal released with this announcement summarises certain key terms and conditions of the acquisition by amalgamation, including that the offer is conditional on 75% or more of Orangewood shareholders voting in favour of the amalgamation at a meeting of Orangewood shareholders intended to be held on Friday 1 October 2021.
If the Amalgamation becomes effective, up to 639,302 new Seeka shares, representing approximately 1.6214% of the total number of shares currently on issue, will be issued on the effective date described in the amalgamation proposal. No recipient of new Seeka shares is a Director of Seeka or an Associated Person (as that term is defined in the NZX Listing Rules) of Seeka or a Director of Seeka.
The Boards of Seeka and Orangewood unanimously recommended the amalgamation.
Please see the links below for details
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