Gloucester encourages accepting of Macarthur offer
March 3, 2010
Gloucester Coal Limited (GCL) said the Independent Directors of Gloucester confirmed their recommendation that Gloucester shareholders accept Macarthur Coal Limited’s (MCC) takeover offer in the absence of a superior proposal. On 22 December 2009 Macarthur offered to buy all the shares in Gloucester with a choice of either 0.84 Macarthur shares for every one Gloucester share or $8.00 cash for every one Gloucester share.
At the close of trade yesterday, Gloucester shares were trading at $9.33 each.
Gloucester said it lodged its Target’s Statement with ASIC today in relation to the offer in response to the Macarthur Bidder’s Statement received on 26 February 2010.
The company said Deloitte Corporate Finance Pty Limited, who prepared the Independent Expert's Report, concluded that the offer is fair and reasonable to Gloucester shareholders, the estimated fair market value of a share in Gloucester is in the range of $7.75 to $8.75 on a control basis and the valuation range for a share in the merged entity has been estimated in the range of $8.90 to $10.80 based on a sum of the parts method.
Deloitte also concluded that based on the share market trading activity in Macarthur since the announcement of the offer, the assessed value of a share in the merged entity is in the range of $10.00 to $11.00.
”Having regard to the value of a share in the merged entity derived using a sum of the parts valuation and the recent share market trading activity in shares in Macarthur, the IndependentExpert has estimated the value of a share in the merged entity has been estimated in the range of $9.50 to $11.00,” the statement said.
At the close of trade yesterday, Gloucester shares were trading at $9.33 each.
Gloucester said it lodged its Target’s Statement with ASIC today in relation to the offer in response to the Macarthur Bidder’s Statement received on 26 February 2010.
The company said Deloitte Corporate Finance Pty Limited, who prepared the Independent Expert's Report, concluded that the offer is fair and reasonable to Gloucester shareholders, the estimated fair market value of a share in Gloucester is in the range of $7.75 to $8.75 on a control basis and the valuation range for a share in the merged entity has been estimated in the range of $8.90 to $10.80 based on a sum of the parts method.
Deloitte also concluded that based on the share market trading activity in Macarthur since the announcement of the offer, the assessed value of a share in the merged entity is in the range of $10.00 to $11.00.
”Having regard to the value of a share in the merged entity derived using a sum of the parts valuation and the recent share market trading activity in shares in Macarthur, the IndependentExpert has estimated the value of a share in the merged entity has been estimated in the range of $9.50 to $11.00,” the statement said.
“The value of the Scrip Alternative has been estimated to be in the range of $8.00 to $9.25 per Gloucester share.”
Gloucester said that based on qualitative and quantitative analysis of the Middlemount Transaction and having regard to the limitations set out in the Independent Expert’s Report nothing has come to the attention of the Independent Expert to cause the Independent Expert to believe that the Middlemount Transaction would constitute a receipt by Noble of a collateral benefit.
At the close of trade Wednesday, Macarthur Coal shares were trading at $11.30.
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