ClearView chiefs have finally signed an agreement with the company’s takeover suitors, having rejected a previous offer from the bidders barely more than a week ago.
As part of the deal, CCP BidCo has confirmed that it will increase its cash offer price to $0.55 per ClearView share by 6pm on Friday. This is an improvement on the $0.50 per share offer that the ClearView board recently rejected, but well below the $0.68 to $0.74 per share value that KPMG had assigned to ClearView in deciding that the CCP BidCo’s previous offer was not fair.
As part of the deal, however, CCP BidCo announced in an ASX statement that “shareholders who accept CCP BidCo’s offer, and who are ClearView shareholders on the record date(s) of the Dividends as defined below, will receive total cash value of $0.59 per share”.
It added that “CCP BidCo notes that ClearView has confirmed in an announcement today that the ClearView directors will, no later than the business day following the day on which CCP BidCo has a relevant interest in more than 50% of the ClearView shares and the offer has otherwise become unconditional, declare and announce to ASX a 2.2 cent unfranked special dividend per ClearView Share (Special Dividend).”
CCP BidCo has also confirmed that it will:
Waive all the conditions of its offer other than the minimum acceptance condition and the regulatory approvals condition on or before the increased offer date.
Not exercise its right to deduct from the increased offer price, the 1.8 cent fully franked dividend announced by ClearView on 20 August 2012 or the special dividend, nor will it exercise its right to deduct from the increased offer price the value (if any) of any franking credits attaching to those dividends.
Not take or register a transfer of ClearView shares accepted into the offer until after the record date for both dividends.
Extend the offer period of its offer until no earlier than 14 September 2012 on or before the increased offer date.
ClearView rejects takeover offer