Under a scheme implementation agreement (SIA) with Perpetual, Perpetual will acquire all of the ordinary shares in TRU and TRU shareholders will receive 0.1495 PPT shares for each TRU share, with a special 22 cent dividend per share.
EQT’s revised proposal offered 37 EQT shares for every 100 TRU shares with a 22 cents per share special dividend. The offer was subject to the completion of due diligence, although TRU continues to refuse due diligence access to EQT.
“After careful consideration and having taken advice from its financial and legal advisers, the board of The Trust Company has unanimously determined that the Perpetual proposal is superior to the revised EQT proposal,” the group said in the statement, published on the Australian Securities Exchange.
TRU said this was because the PPT offer represented a 4.6 per cent higher value to TRU shareholders, and represented greater certainty because the EQT offer depended more on future synergies. The PPT offer also includes a limited cash alternative and PPT is “a far more liquid stock than EQT”, TRU stated.
TRU said although EQT’s revised offer suggested the possibility of a cash component, it would be easier for shareholders to realise their value under the PPT proposal.
“Accordingly, your directors continue to unanimously recommend the Perpetual proposal and, pursuant to its obligations under the SIA, the board does not intend to offer due diligence access to EQT,” TRU stated.
The proposed acquisition is also currently being considered by the Australian Competition and Consumer Commission (ACCC). According to the watchdog, “an ACCC investigation into either a proposed or completed transaction does not mean that the transaction raises competition concerns, but that further consideration is required for the ACCC to reach a view”.
The ACCC commenced its review last Thursday 16 May, with submissions from interested parties due by 7 June. The ACCC proposed to hand down its final decision on 11 July.
