ROC Propose to Acquire All ROC Shares

By Joseph R. Fonseca
Sunday, August 03, 2014
ROC Chairman, Mike Harding

 
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);
 FIRB approval;
 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."







 

Maritime Reporter August 2014 Digital Edition
FREE Maritime Reporter Subscription
Latest Maritime News    rss feeds

Finance

Nigerian Minister Pledges $1.3 bln for Power Companies

Nigeria's oil minister announced a 213 billion naira (1.3 billion US dollar) bail-out package for power companies on Saturday, nearly a year after the sector was privatised.

Russia's Yamal LNG Project May Tap Wealth Fund in 2014

Russia's Novatek may get funds from the National Wealth Fund for its Yamal LNG project before the year-end, a minister said, as part of government plans to support sanction-hit companies.

ICC Conference Focuses on Platform to Settle Disputes

The 5th ICC International Commercial Mediation Conference has brought together leading mediators, arbitrators, corporate managers and in-house counsel from around

News

Greek Ferry with Bulgarians On Board Sinks near Corfu

A Greek ferryboat with Bulgarian passengers on board has suffered an accident near the island of Corfu. The ferry was traveling from Italy’s Ancona to Patras

Japan's Minister Says Energy Policy Without Nuclear Difficult

Japan would find it difficult to formulate an energy policy without nuclear power given its lack of energy resources and the high cost of utilities for companies and households,

Nigerian Oil Workers Call Off Strike After Talks with Government

Nigerian oil workers' unions have called off a four-day strike after reaching a deal with the government in a dispute over pensions, they said on Saturday. A

Mergers & Acquisitions

Sulzer Shareholder has 5 pct Dresser-Rand Stake

Russian billionaire Viktor Vekselberg's Swiss investment firm Renova Group said on Friday it had a 4.99 percent stake in U.S.-based Dresser-Rand, which might become the object of a takeover battle.

Source: Siemens Offering $6.1 bln for Dresser Rand

Germany's Siemens plans to offer more than $6.1 billion, or $80 per share, for U.S. compressor and turbine maker Dresser-Rand, Germany's Manager Magazin said on Friday.

Global Ship Lease to Acquire Containership

Global Ship Lease, Inc. has  announced  that it has agreed to acquire a 8,063 TEU containership from a leading container liner company for a purchase price of $55 million.

 
 
Maritime Contracts Naval Architecture Navigation Offshore Oil Pipelines Port Authority Ship Repair Ship Simulators Sonar Winch
rss | archive | history | articles | privacy | terms and conditions | contributors | top maritime news | about us | copyright | maritime magazines
maritime security news | shipbuilding news | maritime industry | shipping news | maritime reporting | workboats news | ship design | maritime business

Time taken: 0.1639 sec (6 req/sec)