Beehive approves Trade Me deal
Titan AcquisitionCo NZ, a company owned by UK-based private-equity company Apax Partners, has been given consent by the Overseas Investment Office (OIO) to buy out Trade Me.
It proposes to acquire 100 per cent of the online company’s shares at $6.45 each, with two remaining conditions being Trade Me’s shareholders voting in favour of the deal and high-court approval.
David Kirk, chairman of Trade Me, says: “Titan’s receipt of OIO consent is an important milestone in the progress of the scheme and we’re pleased this consent has been received in advance of a special shareholder meeting.
“We look forward to Trade Me shareholders’ participation at that meeting and, in the meantime, ask them to carefully read the information about the scheme they will receive in the next couple of weeks.
“There are special statutory thresholds required for the vote so it is important shareholders have their say. The directors of Trade Me are unanimously recommending shareholders approve the scheme unless a superior proposal emerges.”
In December 2018, Trade Me entered into a scheme implementation agreement (SIA) with Titan AcquisitionCo NZ, the New Zealand-based company owned by Apax IX Fund, which is a fund advised by Apax Partners.
Under the SIA, Titan has agreed to acquire all of Trade Me at $6.45 per share via a scheme of arrangement. The SIA is subject to a number of conditions, including Titan receiving consent to the acquisition from the OIO, which Titan has now received.
The remaining key conditions are the approval of the scheme of arrangement by Trade Me’s shareholders and approval by the high court. Trade Me shareholders will vote on the scheme of arrangement at a special meeting being held on April 3, 2019.
A scheme booklet, including the notice of meeting for the scheme meeting and an independent adviser’s report by Grant Samuel & Associates, will be sent to shareholders on or about March 19.
They will also be made available online through the NZX and ASX announcement platforms, and at investors.trademe.co.nz before that date. The booklet contains all information Trade Me shareholders should need to assess the scheme’s merits before voting.
Grant Samuel’s report has assessed the value of Trade Me shares to be in the range of $5.93-$6.39 each.
The offer price represents a 27 per cent premium to Trade Me’s one-month volume-weighted average price to November 20, 2018 – a day before the offer was made public – and an implied equity value of $2.56 billion.
Trade Me received an alternative non-binding indicative offer from US private equity firm Hellman & Friedman on December 5, which was later matched by Apax. Trade Me shares have gained by about 45.26 per cent in the past year.
