The scheme is subject to various conditions, including approval by Navitas shareholders as well as the Court, material contracts consents and confirmations being obtained, certain regulatory approvals, and there being no material adverse change.
Under the scheme, Navitas shareholders will receive A$5.825 for each Navitas share they hold. This represents a material increase to the price of A$5.50 originally offered under the BGH Consortium's first proposal, which was rejected by Navitas in November 2018, and a premium of 33.9% to Navitas' share price before announcement of that first proposal.
The Navitas directors have unanimously recommended that Navitas shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an independent expert concluding it is in the best interests of Navitas shareholders.
Ashurst advised Navitas on all aspects of the scheme and related matters, led by corporate partners Roger Davies and Antonella Pacitti. They were supported by senior associates Themo Georgiou and Rowan Krasnoff, and associates Jacob Carmody, Toby Newnes and Meng-Yeow Lim. Banking and finance support was provided by partners Shawn Wytenburg and Gaelan Cooney. Partner Rehana Box and associate Alex Nash advised on insurance matters, and partners Peter McCullough and Sanjay Wavde advised on tax aspects with support from counsel Paul Glover.