Ann: MMS: McMillan Shakespeare and Eclipx merger, page-28

Bidding war for vehicle leasing

NOVEMBER 25, 2018

Vehicle fleetleasing business Eclipx appears to be at the centre of a bidding war, withspeculation mounting that SG Fleet could be about to put forward anothertakeover proposal for the company to trump the last bid by McMillanShakespeare.

McMillan Shakespearemade a cash and scrip offer to buy Eclipx earlier this month that valued thecompany at $912m or $2.85 per share. It rivalled an earlier offer by SG Fleet.

But following adecline in the McMillan Shakespeare share price since the offer was made on November8, the bid value has fallen to $2.39 as of Friday, or $767m.

The offer was0.1414 McMillan Shakespeare shares and 46c cash for each Eclipx share held.

McMillanShakespeare shares have plummeted since the offer was made on November 8 from$15.82 to $13.71.

SG Fleet made abid earlier for the company, offering $2 cash and 0.15 of its shares, and itnow it appears its offer is more valuable at $2.45.

When itlaunched its offer in August it was worth $2.52 per share. However, theexpectation now is that it will sweeten the deal to ensure it can clinchEclipx.

Some suspect asweetened all-cash deal will see the board change its recommendation andsuggest that SG Fleet, rather than McMillan Shakespeare, buy the business.

Eclipx sharesare trading at $2.46 and both SG Fleet and McMillan Shakespeare can bringsynergy benefits to the table.

Investment bankUBS is working for Eclipx while McMillan Shakespeare has Deutsche Bank as anadviser.

Bank of AmericaMerrill Lynch is working with SG Fleet.

Shareholders havepreviously been eager to secure a bid worth over $3 per share.

In August,Eclipx shares slumped as low as $1.80.