Thiess has agreed to offer MACA shareholders $1.025 for each MACA share they own pursuant to the offer, which is subject to the fulfilment or waiver of certain conditions.
The offer price represents a 28.1 per cent premium to MACA’s closing share price on July 25.
The bid comes to an overall worth of $350 million.
MACA directors have recommended the company’s shareholders accept the offer in the absence of a superior proposal and subject to an independent expert concluding the offer is fair and reasonable (or not fair but reasonable).
Each MACA director who owns or controls shares in the company presently intends to accept the offer.
Thiess will be entitled to reduce the offer price by the amount of any dividend attached to MACA shares, if any. The MACA board has not yet determined whether or when any such dividend will be declared or paid.
MACA co-founder and non-executive chair Geoff Baker said Thiess approached the business with “a compelling offer at an attractive price”, representing a strong premium to recent trading prices.
“The MACA board believes that Thiess is the right partner for the MACA business, with similar values and a desire to enhance services to our clients, and to carry on the community and charity engagement initiatives of which MACA is so proud,” he said.
“Thiess will continue investing in our respected brand and will seek to provide additional development opportunities for our people as part of its national and international operations.”
Thiess executive chair and chief executive officer Michael Wright echoed Baker’s sentiment.
“We believe our offer is an attractive opportunity for MACA shareholders as it provides certainty of cash, a strong premium and an ability to achieve liquidity for their entire MACA shareholding,” he said.
“The proposed acquisition of MACA is an important part of Thiess’ strategy to diversify its operations across commodities, services and geographies.
“Thiess has a high regard for MACA’s service quality, and we believe our industry experience positions us well to enhance MACA’s value proposition to clients and employees.”