IFN (ASX) Ann: Bidder&#039;s Statement

Originally posted by Artvandelay01: ↑

Source: The Australian

UAC ENERGY $777M TAKEOVER OFFER FOR INFIGEN “NOT HOSTILE”
BY PERRY WILLIAMS
5:01PM JUNE 9, 2020

THE COMPANY BEHIND A $777M TAKEOVER OFFER FOR INFIGEN ENERGY HAS INDICATED IT COULD SETTLE FOR HOLDING A STRATEGIC STAKE IN THE RENEWABLES DEVELOPER SHOULD IT FAIL TO WIN OVER SHAREHOLDERS FOR ITS PROPOSED BUYOUT.

UAC ENERGY HAS LOBBED AN 80C A SHARE OFFER AND ACQUIRED 13 PER CENT OF INFIGEN'S SHARES BUT NEEDS TO WIN OVER MAJOR INVESTOR THE CHILDRENS INVESTMENT FUND MANAGEMENT OR RECEIVE A RECOMMENDATION FROM THE CLEAN ENERGY OPERATOR'S BOARD TO LAND ITS TARGET.

HOWEVER, THE PHILIPPINES-BACKED UAC SAID IT WAS OPEN TO DIFFERENT SCENARIOS AS IT WORKS TO STACK UP A DEAL AND INFIGEN SHOULD NOT REGARD IT AS A HOSTILE BIDDER."

IT COULD BE A STRATEGIC STAKE AND IT WOULD BE GREAT IF WE ACHIEVED A TAKEOVER TARGET. THEY WOULD BOTH BE SUCCESSFUL OUTCOMES," UAC CHAIRMAN ANTON ROHNER SAID. "WE ALREADY BELIEVE THAT WE'RE VERY SUCCESSFUL IN THE PROCESS. WE ALREADY OWN 13.4 PER CENT AND WE DON'T HAVE ANY MINIMAL ACCEPTANCE CONDITIONS."

WHILE INFIGEN'S BOARD IS STILL CONSIDERING ITS FORMAL RESPONSE TO THE BUYOUT PROPOSAL, IT CAST DOUBT OVER THE DEAL ON JUNE 4 ARGUING IT WAS OPPORTUNISTIC, NOT FULLY FUNDED AND RAISED PROBLEMATIC CHANGE OF CONTROL CONDITIONS.UAC SAID IT WAS DIFFICULT TO RESPOND GIVEN IT ONLY HAS LIMITED INSIGHT INTO THE COMPANY'S BOOKS.

"WE WANT TO BE CONSTRUCTIVE BUT IT'S VERY HARD TO TALK ABOUT FUNDING ISSUES WHEN WE ARE NOT AWARE OF WHAT THE REQUIREMENTS ARE UNDER THEIR DEBT PROVISIONS. WHEN WE TALK ABOUT CONDITIONALITY OBVIOUSLY THE FOREIGN INVESTMENT REVIEW BOARD IS A VERY IMPORTANT CONDITION AND WE'RE NOT GOING TO BREACH ANY AUSTRALIAN REGULATIONS THROUGH THAT PROCESS," MR ROHNER SAID.

"BUT IMPORTANTLY WE'RE JUST NOT SURE WHAT THOSE DEBT CONDITIONS ARE AROUND CHANGE OF CONTROL PROVISIONS AND THAT'S WHERE WE'RE REALLY SEEKING IMPORTANT CLARITY. WE'RE THE SECOND LARGEST SHAREHOLDER NOW SO IT WOULD BE IMPORTANT FOR ALL SHAREHOLDERS WHAT THOSE PROVISIONS ARE."

MR ROHNER SAID HE HELD A "CORDIAL" CONVERSATION WITH INFIGEN CHAIRMAN LEN GILL, BUT WAS RELUCTANT TO PREDICT THE COMPANY'S FORMAL RESPONSE GIVEN THE BIDDER'S STATEMENT WAS ONLY LODGED ON TUESDAY."

IT WAS CORDIAL AND PROFESSIONAL AND I DID REINFORCE THE CONSTRUCTIVE NATURE AND LONG-TERM POSITION WE ARE VERY KEEN TO HAVE IN THE COMPANY."

INFIGEN'S LARGEST SHAREHOLDER, TCI, WILL HAVE AN INFLUENTIAL ROLE IN THE SUCCESS OF UAC'S BID GIVEN ITS 33 PER CENT STAKE BUT HAS YET TO SIGNAL ITS INTENTIONS AND UAC HAS NOT YET APPROACHED THE UK INVESTOR.

”I THINK AT THE END OF THE DAY THE MARKET IS VERY AWARE OF WHERE IN THE PAST WHAT VALUE TCI HAS PLACED ON THE SHARES OF INFIGEN. WE'RE HAPPY TO ENGAGE WITH THEM WHEN THE TIME IS RIGHT," MR ROHNER SAID.

"WE HOPE THAT PARTIES ACCEPT OUR OFFER BUT WE HAVE NO VIEW ON WHETHER TCI WOULD ACCEPT THAT OR NOT."

UAC IS 75 PER CENT OWNED BY AC ENERGY GROUP, A SUBSIDIARY OF THE $14BN CONGLOMERATE AYALA CORPORATION WHICH IS LISTED IN THE PHILIPPINES. THE OTHER 25 PER CENT IS OWNED BY ASIAN DEVELOPER UPC RENEWABLES, AN AUSTRALIAN VENTURE BETWEEN AC ENERGY AND UPC WHICH IS WORKING ON A HOST OF SOLAR, BATTERY AND PUMPED HYDRO PROJECTS.

INFIGEN OWNS SEVEN WIND FARMS IN AUSTRALIA AND HAS ABOUT 70 PER CENT OF ITS OUTPUT CONTRACTED OVER THE NEXT THREE YEARS.THE AVERAGE AGE OF INFIGEN'S ASSETS IS 11 YEARS COMPARED WITH RIVAL TILT RENEWABLES AT FIVE YEARS, UAC NOTED."THE EFFICIENCY GAINS IN THE NEWER TURBINES AND THE TECHNOLOGY ARE QUITE EXTRAORDINARY," MR ROHNER SAID. "HAVING THE FINANCIAL ADEQUACY TO EITHER RE-POWER OR INCREASE OR MAKE INVESTMENTS IN NEWER ASSETS IS A POWERFUL MESSAGE WE CAN OFFER."

THE INFIGEN SHARE PRICE WAS FLAT ON TUESDAY AT 82C

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It all comes down to what price The Children’s Fund will accept. Although UAC may be content to retain a strategic stake on market I’m sure they would much rather have economic control, it just comes down to how big the bid/ask spread is.

I’m still cautiously optimistic about the emergence of another bidder or bidders. It’s time for Goldies and Lazard to earn their fees and get a bidding war going

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(20min delay)
Last $1.19		Change 0.000(0.00%)		Mkt cap ! $160.1M

Open	High	Low	Value	Volume
0.0¢	$1.20	$1.18	$56.88K	48K

It all comes down to what price The Children’s Fund will accept....

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