The revised acquisition proposal represents a material increase from the BGH Consortium's previous A$5.50 proposal that was announced on 10 October 2018, and a premium of 34% to Navitas' share price before announcement of that previous proposal. The Navitas directors intend to unanimously recommend the revised proposal to shareholders, subject to certain conditions.
Navitas has granted the BGH Consortium exclusive due diligence until 18 February 2019, and the parties have entered into a Process and Confidentiality Deed which governs the process under which the BGH Consortium will undertake its due diligence, including the exclusivity regime, and under which the parties will work towards agreeing and executing a binding scheme implementation deed.
Importantly, the parties have agreed that, in the event Navitas receives a superior proposal that is not matched by the BGH Consortium and becomes binding by 22 March 2019, the Co-operation and Process Agreement between the Consortium Members would be amended to remove:
- the restrictions on Rodney Jones (a founder and former Managing Director and CEO of Navitas) and AusSuper (who together own 18% of the Navitas shares on issue) from accepting or supporting a competing proposal; and
- the requirement for Rodney Jones and AusSuper to vote against any competing proposal.
The Ashurst team is being led by partners Roger Davies and Antonella Pacitti, assisted by senior associates Themo Georgiou and Rowan Krasnoff and lawyers Jacob Carmody and Toby Newnes.
