macmahon announces 446 million scrip takeover

Macmahon Holdings Ltd ABN 93 007 634 406
Level 3 1 Adelaide Terrace East Perth WA 6004 PO Box 198 Cannington WA 6987
Telephone: (08) 9365 1111 Facsimile: (08) 9365 1186 Web: www.macmahon.com.au Email:
[email protected]
ASX Announcement Wednesday 21 May 2008
MACMAHON ANNOUNCES $446 MILLION SCRIP TAKEOVER OFFER FOR AUSDRILL
OFFER VALUES AUSDRILL AT $2.59 PER SHARE
Macmahon Holdings Limited (Macmahon) is pleased to announce its intention to make an off-market takeover
offer (the Offer) for all of the shares in Ausdrill Limited (Ausdrill).
Under the Offer, Macmahon is offering all Ausdrill shareholders 1.45 Macmahon shares for each Ausdrill share.
This values Ausdrill at $2.59 per share, or approximately $446 million, and implies a substantial premium of
32.7% based on the closing prices of Macmahon shares and Ausdrill shares on 20 May 2008. The Offer is
conditional on Macmahon receiving acceptances for 50.1% of Ausdrill shares, and on certain other conditions
set out in Annexure B to this announcement.
A combined Macmahon and Ausdrill will be a leading diversified mining contracting and civil construction
company, with a market capitalisation of approximately $1.4 billion and membership of the S&P/ASX 200 index.
The Macmahon Board and management believe Macmahon and Ausdrill have highly complementary
businesses and customers and the combination will present significant benefits to all shareholders of both
companies.
A combination of Macmahon and Ausdrill (the Combined Group) will:
• be well positioned to benefit from the attractive outlook in the mining contracting and construction
industries in Australia and overseas over the short to medium term;
• offer increased geographic spread and improved commodity and line of business diversification;
• capitalise on both Macmahon’s and Ausdrill’s existing blue chip and government customer relationships
to extend the range of services offered and be well placed to win further contracts; and
• have increased equity market scale and a larger balance sheet which will enhance the Combined
Group’s access to debt and equity capital to fund organic growth as well as to make further value
enhancing acquisitions.
Ausdrill shareholders will also have the opportunity to realise a substantial premium for their Ausdrill shares and
at the same time gain exposure to the significant upside offered by the Combined Group.
Macmahon Chairman, Dick Carter, said; “In light of the ongoing consolidation in the mining industry, it is
becoming increasingly important for mining service providers to have the scale to maintain their competitive
position and to effectively service their customers.
“A combined Macmahon and Ausdrill will be able to extend the range of services offered to their combined
customer base. For example, the Combined Group will be able to provide the Macmahon mining customers with
exploration services and Ausdrill's existing customers expanded mining and construction services.”
Macmahon Chief Executive Officer, Nick Bowen said that the Offer presents a compelling value proposition for
Ausdrill shareholders.
“By accepting the Offer, Ausdrill shareholders can convert their shares into Macmahon equity at a substantial
premium while retaining an investment in a larger company with greater market liquidity, an enhanced mining
service offering and a material presence in the high growth market for construction in Australia”.
“The combination also offers Ausdrill shareholders increased geographic spread, and improved commodity
diversification through exposure to Macmahon’s significant operations in bulk minerals such as iron ore and
coal,” he said.
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Ausdrill shareholders are also expected to benefit from the attractive investment features of Macmahon. These
include a substantial order book (currently at $2.1 billion) which has grown at a compound annual growth rate of
56% from 30 June 2003 to 30 June 2007, as well as a strong management team which has delivered total
shareholder returns of 639% over the last four years.
Further information about the Offer can be found in more detail in Annexure A to this announcement as well as
in the Macmahon Bidder’s Statement, which will be lodged with the Australian Securities & Investments
Commission tomorrow.
*** ENDS ***
Media contact: Gareth Widger Group Public Affairs Manager Mobile: 0419 918 272
Investor contacts: Nick Bowen Chief Executive Officer Mobile: 0448 890 353
Ross Carroll Chief Financial Officer Mobile: 0417 096 478
Annexures
Annexure A - Further details about the Offer
Annexure B - Conditions of the Offer
Annexure C - Overview of Macmahon and Ausdrill
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Annexure A: Further details about the Offer
Outline of the Offer
Macmahon is offering Ausdrill shareholders consideration of 1.45 Macmahon shares for each of their Ausdrill
shares. This implies a value for Ausdrill of $2.59 per share and a premium of 32.7% based on the closing price
of Macmahon shares of $1.785 and the closing price of Ausdrill shares of $1.95 on 20 May 2008. Based on the
Volume Weighted Average Prices (VWAPs) of both companies, the Offer would provide Ausdrill shareholders
with:
• a premium of 37.2% and an implied value per Ausdrill share of $2.62 based on the five trading days up
to and including 20 May 2008;
• a premium of 26.7% and an implied value per Ausdrill share of $2.45 based on the one month up to 20
May 2008; and
• a premium of 20.6% and an implied value per Ausdrill share of $2.35 based on the three months up to
20 May 2008.
Offer Conditions
The Macmahon Offer is subject to a minimum acceptance condition of 50.1%. For details about other conditions
attached to the Offer please refer to Annexure B to this announcement.
Benefits of the Offer
The Combined Group will be one of the largest and most diversified Australian contractors operating in
the mining and construction industries with strong growth prospects
The Combined Group will be one of the largest and most diversified Australian contractors operating in the
mining and construction industries, both of which have strong growth prospects over the short to medium term;
• the mining and contracting industry continues to benefit from robust global commodity demand; and
• the construction industry in Australia continues to benefit from ongoing national infrastructure spending,
particularly on the East Coast where demand for infrastructure is expected to remain strong.
The Combined Group will have a leading position in the Australian market as well as a strong presence in the
overseas markets of Africa, Asia and New Zealand. The increased scale and breadth of operations in these
markets will enhance the Combined Group’s ability to capitalise on these opportunities. Combined, Macmahon
and Ausdrill will employ approximately 5,000 people.
The Combined Group will have increased geographic spread and improved commodity and line of
business diversification
The combination of Macmahon and Ausdrill will feature increased geographic spread and improved commodity
and line of business diversification compared to that of Ausdrill's stand alone operations.
Ausdrill’s shareholders will have increased geographic spread with exposure to new geographic regions on the
East Coast of Australia as well as operations in Asia and New Zealand.
Ausdrill shareholders will also gain exposure to Macmahon's operations in the coal and iron ore sectors.
Currently, Ausdrill’s stand alone sales revenue is heavily exposed to activities in the gold sector, which
accounted for more than 70% of revenue in the year ended 30 June 2007.
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The revenues and earnings of the Combined Group will be spread across mining and civil construction. In this
way, shareholders will benefit from the attractive infrastructure-driven Australian civil construction market
(particularly on the East Coast) through Macmahon’s existing civil construction operations as well as the existing
mining and drilling businesses of Macmahon and Ausdrill.
The Combined Group will be able to capitalise on both Macmahon’s and Ausdrill’s existing blue chip
and government customer base to win further contracts
Both Macmahon and Ausdrill have established key relationships with blue chip customers such as BHP Billiton
and Rio Tinto, whilst Macmahon has also developed strong construction relationships with key government
authorities such as Queensland Rail, Brisbane City Council and Main Roads WA. The Combined Group will be
able to capitalise on these existing customer relationships to extend the range of services offered and achieve
further contract wins. This is particularly beneficial for both companies due to the ongoing consolidation in the
mining industry, whereby it is becoming increasingly important for mining service providers to have the scale to
maintain their competitive position and to effectively service their customers.
By way of example, the Combined Group will be able to offer Macmahon's mining customers exploration
services, and offer Ausdrill's existing customers a full mining and construction service. Further, Ausdrill will
have an opportunity to expand its drill and blast activities in construction via Macmahon’s large existing portfolio
of work in this area.
The larger equity market presence and balance sheet of the Combined Group will allow for greater
access to capital and improved liquidity for shareholders
The Combined Group will be significantly larger than Ausdrill or Macmahon on a stand alone basis. As at 20
May 2008, Ausdrill had a market capitalisation of approximately $336 million. Based on the implied value of the
takeover offer, the combined entity of Macmahon and Ausdrill is expected to have a market capitalisation of
approximately $1.4 billion.
The increase in market scale generated by the combination of Macmahon and Ausdrill will enhance the
Combined Group’s ability access to debt and equity capital to fund organic growth and make further value
enhancing acquisitions. The Combined Group’s ability to access capital will be supported further by its
conservative capital structure and larger balance sheet, with net assets of $664 million1, compared to Ausdrill’s
standalone net assets of only $254 million2.
Additionally, current Ausdrill shareholders are expected to benefit from significantly improved liquidity within the
Combined Group. Currently, Macmahon is included in more S&P/ASX indices (including the S&P/ASX 200), has
greater broker coverage and has significantly greater liquidity than Ausdrill. Since Ausdrill completed its $98
million equity placement in December 2007, Macmahon’s shares have been approximately three times more
liquid3 than Ausdrill’s shares.
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1 Based on a combined pro forma balance sheet as at 31 December 2007
2 Based on Ausdrill’s Half year report for the year ended 31 December 2007
3 Liquidity is measured by the total number of shares traded on the ASX over the period as a percentage of the weighted
average shares outstanding over that period
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Ausdrill shareholders will be offered an investment in Macmahon, an S&P/ASX 200 entity with attractive
investment features
The Offer gives Ausdrill shareholders the opportunity to become shareholders in Macmahon, a member of the
S&P/ASX 200 index with a market capitalisation of approximately $954 million as at 20 May 2008. Macmahon is
a top tier contract mining and construction company which delivers services to clients in Australia, New Zealand
and Asia.
Key investment highlights of Macmahon include:
Strong management team - Macmahon management has significant experience in contract mining and in
construction with a proven ability to deliver results. This superior performance has been reflected in
Macmahon total shareholder returns, having delivered total shareholder returns4 of 639% over the past four
years. This compares to Ausdrill’s total shareholder returns of 291% over the same period.
Diversified blue chip customer base with high quality contracts - Macmahon has a diversified, blue chip
customer base and high quality contracts. Macmahon has strong long term relationships with government
and blue chip corporate customers such as BHP Billiton and Rio Tinto. Macmahon’s current order book
features low fixed-price risk, with more than 95% of Macmahon’s current order book comprising schedule of
rates or alliance-style contracts. Since January 2006, Macmahon has won several significant infrastructure
contracts in Eastern Australia, which have low capital requirements and involve alliance-style payment
arrangements. Macmahon's growing East Coast presence leaves it well positioned to benefit from future
growth in infrastructure in Eastern Australia.
Substantial order book with robust growth - Macmahon’s future revenues are underpinned by a substantial
order book5. As at 30 April 2008, the order book was at $2.1 billion. This amount excludes the recently
awarded $1.1 billion contract with Moly Mines which is still conditional on Moly Mines obtaining financing. If
the Moly Mines contract were to be included in the current order book, the order book would be $3.2 billion.
The order book has had robust growth, with a compound annual growth rate of 56% from 30 June 2003 to 30
June 2007.
Disciplined approach to capital management – Macmahon has a disciplined approach to capital
management, having not undertaken an equity raising to fund growth since 2005, despite almost doubling
revenue over that period. This was highlighted when, in October 2007, Macmahon established off-balance
sheet funding to support the expenditure of its mining operations. By contrast, in late 2007, Ausdrill raised
approximately $98 million by way of an equity placement in order to fund further organic growth (particularly
contract mining), augment working capital to fund growth and maintain a conservatively geared balance
sheet6. Macmahon will continue its disciplined approach to capital management, with management intending
to focus on delivering improving returns on equity and growth in earnings per share for the benefit of
shareholders.
Memorandum of Understanding with Leighton - Macmahon has a Memorandum of Understanding with ASX
listed Leighton Holdings, Australia’s largest construction and contract mining company with a market
capitalisation of approximately $15.3 billion. Under this agreement, Leighton promotes Macmahon as a
“Partner of Choice” to joint venture for large infrastructure and resources related construction projects.
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4 Assumes all dividends are reinvested and adjusted for rights issues
5 The order book represents Macmahon’s best estimates of its future revenues under existing contracts
6 As described in Ausdrill’s announcement to ASX on 7 November 2007
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Bidder’s Statement and Offer timetable
Further information concerning Macmahon’s Offer to Ausdrill shareholders is contained in Macmahon’s Bidder’s
Statement which will be lodged tomorrow with Australian Securities and Investments Commission and given to
Ausdrill and ASX. The indicative timetable for Macmahon’s Offer is as follows:
Indicative Offer timetable
Event Timing
Lodgement of Bidder's Statement 22 May 2008
Expected dispatch of Bidder's Statement 10 June 2008
Latest date for lodgement of the Target's Statement7 25 June 2008
Earliest date for the Offer to close 22 July 2008
Further information
UBS Investment Bank and Azure Capital are acting as joint financial advisers to Macmahon, and Blake Dawson
are acting as Macmahon’s legal advisers. For further enquires please contact:
UBS Investment Bank: Richard Saywell Mobile: 0414 922 504
Azure Capital: Mark Barnaba Mobile: 0419 919 279
For further media enquiries please contact:
Porter Novelli: John Phaceas Mobile: 0411 449 621
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7 Assumes expected dispatch of Bidder's Statement as stated above
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Annexure B: Conditions of the Offer
The Offer and the contract resulting from acceptance of the Offer are subject to the fulfilment of the following
Defeating Conditions.
Minimum acceptance condition
At the end of the Offer Period, Macmahon has a relevant interest in more than 50.1% (by number) of the Ausdrill
Shares on issue at that time.
Foreign investment approval
One of the following occurs before the end of the Offer Period:
I. Macmahon receives unconditional written notice issued by or on behalf of the Australian Treasurer stating
that there are no objections under the Australian Government's foreign investment policy to the acquisition
by Macmahon of all of the ordinary shares in Ausdrill the subject of the Takeover Bid; or
II. the Treasurer ceases to be entitled to make an order under Part II of the Foreign Acquisitions and
Takeovers Act 1975 (Cth) regarding the acquisition of those shares by Macmahon.
No action by Public Authority adversely affecting the Takeover Bid
During the Condition Period:
I. there is not in effect any preliminary or final decision, order or decree issued by a Public Authority;
II. no action or investigation is instituted, or threatened by any Public Authority; or
III. no application is made to any Public Authority (other than an application by Macmahon or any company
within the Macmahon Group, an application under section 657G of the Corporations Act, or an application
commenced by a person specified in section 659B(1) of the Corporations Act in relation to the Offer),
in consequence of, or in conjunction with, the Offer, which:
IV. restrains, prohibits or impedes, or threatens to restrain, prohibit or impede, or may otherwise materially
adversely impact upon:
a. the making of the Offer;
b. the completion of any transaction contemplated by Macmahon’s Bidder's Statement (including
implementing the intentions expressed in section 4 of Macmahon’s Bidder’s Statement); or
c. the rights of Macmahon in respect of Ausdrill or Ausdrill Shares to be acquired under the Offer
or otherwise; or
V. seeks to require the divestiture by Macmahon of any Ausdrill Shares, or the divestiture of any assets by
(including the variation or termination of any contractual rights of) any company within the Ausdrill Group
or the Macmahon Group.
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No material adverse change to Ausdrill
During the Condition Period, no event, change, fact or circumstance occurs, is discovered or becomes public or
becomes known to Macmahon (whether or not it becomes public) which has, or could reasonably be expected
to have, a materially adverse effect on the business, assets, liabilities, financial or trading position, performance,
profitability or prospects of Ausdrill and its subsidiaries taken as a whole or of any of them, including (but not
limited to) any public announcement by Ausdrill which indicates that:
I. the Ausdrill Group's net asset position as at 30 June 2008 will be or is likely to be equal to or less
than $210.15 million (being 90% of the $233.5 million forecast Shareholder Equity figure for FY2008
as disclosed in the November 2007 Ausdrill Investor Presentation);
II. the Ausdrill Group's net asset position as at 30 June 2009 will be or is likely to be equal to or less
than $233.82 million (being 90% of the $259.8 million forecast Shareholder Equity figure for FY2009
as disclosed in the November 2007 Ausdrill Investor Presentation);
III. the Ausdrill Group's net profit after tax for the year ending 30 June 2008 will be or is likely to be
equal to or less than $25.3 million (being an amount that is $5 million or more below the forecast net
profit after tax figure for FY2008 as disclosed in the November 2007 Ausdrill Investor Presentation);
and
IV. the Ausdrill Group's net profit after tax for the year ending 30 June 2009 will be or is likely to be
equal to or less than $36.4 million (being an amount that is $5 million or more below the forecast net
profit after tax figure for FY2009 as disclosed in the November 2007 Ausdrill Investor Presentation).
No material transactions or other changes
During the Condition Period, none of Ausdrill and any subsidiary of Ausdrill:
I. acquires, offers to acquire or agrees to acquire one or more shares, companies or assets (or an
interest in one or more shares, companies or assets) for an amount, or having a market value, in
aggregate greater than $10 million or makes an announcement about such an acquisition;
II. disposes (including by grant of an Encumbrance), offers to dispose or agrees to dispose of one or
more companies or assets (or an interest in one or more companies or assets) for an amount or
having a market value in aggregate greater than $10 million or makes an announcement about such
a disposal;
III. enters into, offers to enter into or announces that it proposes to enter into any joint venture, asset or
profit sharing, partnership or merger of businesses (including through a dual listed companies
structure) or of corporate entities, involving a commitment of in aggregate greater than $10 million;
IV. incurs or commits to, or brings forward the time for incurring or committing, or grants to another
person a right the exercise of which would involve Ausdrill or any subsidiary of Ausdrill incurring or
committing to any capital expenditure or liability, or forgoes any revenue, for one or more related
items of in aggregate greater than $10 million or makes an announcement about such a
commitment;
V. makes any changes to its constitution or passes any special resolution;
VI. issues or agrees to issue any equity, debt or hybrid security;
VII. enters, agrees to enter into or renews any contract of service or varies or agrees to vary any
existing contract of service with any current or proposed director or manager;
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VIII. pays or agrees to pay any retirement benefit or allowance to any current or proposed director,
manager or other employee, or makes or agrees to make any substantial change in the basis or
amount of remuneration or the terms of redundancy or other employee entitlements of any current
or proposed director, manager or other employee (except as required by law or provided under any
superannuation, provident or retirement scheme as in effect on the Announcement Date);
IX. declares, distributes or resolves to pay or provide any dividend, bonus or other share of its profits or
assets (and whether in cash or in specie); or
X. discloses (without having disclosed to ASX prior to the Announcement Date) the existence of any
matter described in paragraphs (I) to (X) above, or announces an intention or proposal to do
anything described in paragraphs (I) to (X) above.
S&P/ASX 300 index
During the Condition Period, the S&P/ASX 300 index does not close below 5,026 for 5 or more consecutive
trading days.
Change in control
I. No person has or will have any right (whether subject to conditions or not) under any agreement or
arrangement which is material in the context of the business of the Ausdrill Group (which includes
but is not limited to any agreement or arrangement the termination of which is likely to adversely
affect the revenues or costs of the Ausdrill Group by more than $10 million per annum, or the assets
or liabilities by more than $10 million) as a result of Macmahon acquiring Ausdrill Shares to:
a. acquire, or require the disposal of, or require Ausdrill or a subsidiary of Ausdrill to offer to
dispose of, any material asset of Ausdrill or a subsidiary of Ausdrill; or
b. terminate, or vary the terms or performance of, any material agreement or arrangement with
Ausdrill or a subsidiary of Ausdrill,
other than rights for which a written enforceable, irrevocable and unconditional waiver or release has been
obtained by Ausdrill or the subsidiary of Ausdrill (as the case may be).
II. On or before the date that Ausdrill sends its Target's Statement in respect of the Offer to
shareholders, Ausdrill makes an announcement to ASX that either:
a. summarises the material aspects of each right of a kind referred to in paragraph (I) above and
any waiver or release in respect of that right; or
b. there are no rights of a kind referred to in paragraph (I) above.
No prescribed occurrences
None of the following events happens during the period beginning on the date the Bidder's Statement is given to
Ausdrill and ending at the end of the Offer Period:
I. Ausdrill converts all or any of its shares into a larger or smaller number of shares;
II. Ausdrill or a subsidiary of Ausdrill resolves to reduce its share capital in any way;
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III. Ausdrill or a subsidiary of Ausdrill:
a. enters into a buy-back agreement; or
b. resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of
the Corporations Act;
IV. Ausdrill or a subsidiary of Ausdrill issues shares or grants an option over its shares, or agrees to
make such an issue or grant such an option;
V. Ausdrill or a subsidiary of Ausdrill issues, or agrees to issue, convertible notes;
VI. Ausdrill or a subsidiary of Ausdrill disposes, or agrees to dispose, of the whole, or a substantial part,
of its business or property;
VII. Ausdrill or a subsidiary of Ausdrill charges, or agrees to charge, the whole, or a substantial part, of
its business or property;
VIII. Ausdrill or a subsidiary of Ausdrill resolves to be wound up;
IX. the appointment of a liquidator or provisional liquidator of Ausdrill or of a subsidiary of Ausdrill;
X. a court makes an order for the winding up of Ausdrill or of a subsidiary of Ausdrill;
XI. an administrator of Ausdrill, or of a subsidiary of Ausdrill, is appointed under section 436A, 436B or
436C of the Corporations Act;
XII. Ausdrill or a subsidiary of Ausdrill executes a deed of company arrangement; or
XIII. a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of
the property of Ausdrill or of a subsidiary of Ausdrill.
No prescribed occurrences between the Announcement Date and service
None of the prescribed occurrences listed as above happen during the period beginning on the Announcement
Date and ending at the end of the day before the Bidder's Statement is given to Ausdrill.
Restriction on others acquiring shares in Ausdrill
During the Condition Period, no person other than Macmahon or an associate of Macmahon (as defined in
section 12(2) of the Corporations Act) gains 50% or more of voting power in Ausdrill.
No material failings in filings
Macmahon does not become aware, during the Condition Period, that any document filed by or on behalf of
Ausdrill with ASX or ASIC contains a statement which is incorrect or misleading in any material particular or
from which there is a material omission.
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In this Annexure B: Conditions of the Offer:
Announcement Date means Wednesday, 21 May 2008.
Condition Period means the period beginning on the Announcement Date and ending at the end of the Offer
Period (as the Offer Period is described in Macmahon's Bidder's Statement).
Encumbrance means:
I. a mortgage, charge, pledge, lien, hypothecation or a title retention arrangement;
II. a notice under section 255 of the Income Tax Assessment Act 1936 (Cth), subdivision 260-A in
schedule 1 to the Taxation Administration Act 1953 (Cth) or any similar legislation;
III. any other interest in or right over property (including a right to set off or withhold payment of a
deposit or other money);
IV. any other thing that prevents, restricts or delays the exercise of a right over property, the use of
property or the registration of an interest in or dealing with property; or
V. an agreement to create anything referred to above or to allow any of them to exist.
November 2007 Ausdrill Investor Presentation means the "Ausdrill Limited Investor Presentation
October/November 2007", which was released to ASX on 7 November 2007.
Any other capitalised terms used in this Annexure B have the same meaning as provided in section 13 of
Macmahon's Bidder's Statement to be lodged with the Australian Securities & Investments Commission.
For further information regarding the Defeating Conditions attached to the Offer, please refer to Appendix A of
Macmahon’s Bidder’s Statement to be lodged with the Australian Securities & Investments Commission.
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Annexure C: Overview of Macmahon and Ausdrill
Overview of Macmahon
Macmahon is a leading contractor providing services to customers in both the mining and civil construction
sectors. Listed on the Australian Securities Exchange, Macmahon had a market capitalisation of $954 million
as at 20 May 2008. Macmahon employs more than 3,300 people and in FY2007 had revenues of $996.0 million
and a net profit after tax of $44.5m.
Macmahon is organised into two business units: Construction and Mining. The Construction business unit
undertakes major infrastructure projects including roads, bridges, railroads, ports, dams and works for water
treatment facilities, and other resource infrastructure. The Mining business unit provides mining services for
surface and underground operations. Macmahon has operations in Australia, New Zealand and Asia.
Overview of Ausdrill
Ausdrill is a diversified mining and services company, providing a range of specialist services including drilling
and blasting, exploration drilling, contract mining, civil works, supply and logistics and manufacturing. Ausdrill
operates in Australia, Africa and the UK. Listed on the Australian Securities Exchange, Ausdrill had a market
capitalisation of $336 million as at 20 May 2008. Ausdrill employs approximately 1,650 people and in FY2007
Ausdrill had revenues of $368.2 million and a net profit after tax of $27.5 million.
Ausdrill was established in 1987 in Kalgoorlie, Western Australia and listed on ASX in 1994. Its head office is in
Perth, Western Australia.