Opus: Receipt of takeover notice

Receipt of takeover notice
Opus International Consultants Limited (Opus) today received a takeover notice under the Takeovers Code from WSP NZ Acquisition Limited (WSP), a wholly-owned subsidiary of WSP Global Inc.

Key terms

WSP’s notice states that it intends to make a full takeover offer under the Takeovers Code for all of the ordinary shares in Opus at $1.78 per share in cash. The offer terms also permit Opus to pay a dividend of up to 7 cents per share prior to closing of the offer, without adjustment to the offer price.

The offer will be subject to a number of conditions, including:

• WSP receiving acceptances that would result in WSP holding or controlling more than 50% of the voting rights in Opus;
• WSP obtaining all consents required under the Overseas Investment Act 2005 and the Overseas Investment Regulations 2005; and
• certain other conditions (as set out in clause 3 of the terms of the proposed offer attached to WSP’s takeover notice).

Board sub-committee appointed

The Opus Board has appointed a sub-committee of the Board, comprising Keith Watson (Independent Chairman), and the other independent directors (being Alan Isaac and Sam Knowles), to respond to WSP’s takeover notice. None of the members of the sub-committee have any association with WSP.

The sub-committee of the Board is considering Opus’ position in relation to the takeover notice and does not consider it appropriate to comment on the merits of the proposed offer at this early stage.

The sub-committee will shortly appoint an independent adviser to prepare an independent report on the merits of the offer as required by the Takeovers Code.

Lock-up agreement

WSP Global Inc. has entered into a lock-up agreement with UEM Edgenta Berhad in relation to UEM Edgenta Berhad’s entire 61.2% shareholding in Opus (held through Opus International (NZ) Limited).

UEM Edgenta Berhad shareholder approval required

Under the terms of the lock-up agreement, UEM Edgenta Berhad has agreed to accept, or procure the acceptance of, the offer in respect of its entire holding of Opus ordinary shares immediately once it receives the approval of its shareholders by ordinary resolution at a general meeting convened for that purpose under the listing requirements of the Bursa Malaysian Securities Berhad (the Malaysian Stock Exchange, on which UEM Edgenta Berhad is listed).

Pursuant to an irrevocable voting deed, UEM Group Berhad, as UEM Edgenta Berhad’s main shareholder, has irrevocably undertaken to vote all its 69.14% shareholding in UEM Edgenta Berhad in favour of the necessary resolutions when presented to a meeting of UEM Edgenta Berhad’s shareholders. Performance by UEM Group Berhad of its obligations under the voting deed at a validly called and held meeting should result in the necessary resolutions being passed by UEM Edgenta Berhad’s shareholders, and accordingly to the satisfaction of its condition to acceptance of the offer.

Due diligence pre-condition

Under the terms of the lock-up agreement WSP’s obligation to proceed to make an offer is conditional upon, among other matters, WSP being given the opportunity to conduct a due diligence review of certain non-public information in respect of Opus, and WSP not having discovered through the due diligence materials made available to it any issue or information which:

• has not previously been disclosed in writing on the NZX Markets Announcement Platform or to WSP; and
• which WSP reasonably considers to be material and adverse to Opus.

The sub-committee of the Board has considered WSP’s request for access to information for due diligence and decided that it is in the best interests of the company to facilitate this. Accordingly, Opus is making relevant due diligence materials available to WSP. However, the existence of the due diligence pre-condition under the lock-up agreement means that there can be no certainty that an offer will eventuate.

Take no action now

The sub-committee strongly recommends that shareholders DO NOT TAKE ANY ACTION in respect of the notice of intention to make a takeover offer or any resulting offer until they receive the sub-committee’s further guidance. Shareholders and other persons who may be considering buying or selling Opus shares before then are recommended to seek their own professional advice.

See the full notice and associated documents here: https://www.nzx.com/companies/OIC/announcements/305447
ENDS

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