The ROC Board announced today that it has entered into a Bid Implementation Agreement (BIA) under which it is proposed that Fosun International Limited or a subsidiary of it (Fosun) will acquire all of the ROC shares currently on issue for A$0.69 cash per share by way of off-market takeover offers (Fosun Offer).
A copy of Fosun’s announcement to the Hong Kong Stock Exchange earlier today is attached.
The cash offer price of A$0.69 per share represents:
a 52% premium to the closing price of ROC shares on 23 April 2014 (being the last trading day prior to the announcement of the Horizon merger proposal);
a 23% premium to the closing price of ROC shares on 24 June 2014 (being the last trading day prior
to announcing receipt of the first indicative takeover proposal);
a 10% premium to the closing price of ROC shares on 1 August 2014 (being the last trading day prior to this announcement);
a 25% premium to the three month volume weighted average price of ROC shares; and
an implied market capitalisation of ~A$474 million.
The BIA, a full copy of which is attached to this announcement, sets out the conditions of the Fosun Offer, which include:
Termination of the Horizon Merger Implementation Deed (noting that under that deed, ROC and Horizon must consult in good faith for up to 5 business days in relation to these circumstances);
More than 50% acceptance of the offer;
No material adverse change until 5.00pm (Sydney time) on 19 October 2014;
No prescribed occurrences; and
Various other business conduct conditions until 5.00pm (Sydney time) on 19 October 2014.
In making their recommendation, the ROC directors have carefully considered the Fosun Offer and determined in good faith that the Fosun Offer is more favourable to ROC shareholders than the proposed merger with Horizon.
ROC Chairman, Mike Harding said,"The proposal to purchase all of ROC’s shares for cash is superior when considered against the alternative merger of equals with Horizon and offers a significant premium to share price performance. In reaching our conclusion that the Fosun Offer is in the best interests of shareholders and a superior proposal as defined in the Horizon Merger Implementation Deed, the Board has considered a number of alternatives, including the standalone value of ROC and the value of pursuing a merger with Horizon in accordance with its proposed terms. This cash offer price is consistent with the valuation ranges provided by the Independent Experts’ reports produced for the Horizon merger. Following assessment of the available information and alternatives, the Board has unanimously concluded that the offer is a superior option and a low risk route to maximise immediate value for our shareholders."