Ann: BWX receives potential indicative proposal, page-2

Always nice to know your CEO and Finance Director are working in the best interests of current shareholders, NOT:

ASX Announcement
21 May 2018
BWX RECEIVES POTENTIAL INDICATIVE PROPOSAL TO ACQUIRE 100% OF BWX
Melbourne, Australia – BWX Limited (ASX: BWX) wishes to advise shareholders that it has received an
unsolicited preliminary, non-binding, indicative and conditional proposal from John Humble (CEO and
Managing Director) and Aaron Finlay (Finance Director) in partnership with Bain Capital Private Equity,
L.P. and its affiliates (Bain Capital), to acquire 100% of the shares in BWX for:
(a) $6.60 cash per share; or
(b) a scrip alternative in a newly incorporated acquisition entity of 75% shares and 25% cash,
under a scheme of arrangement (Indicative Proposal).
The Board of BWX has established an Independent Board Committee (IBC) comprising Denis Shelley
(Chairman), Ian Campbell and David Fenlon to consider and respond to the Indicative Proposal.
The key terms/conditions of the Indicative Proposal include:
• satisfactory completion of due diligence by Bain Capital;
• finalisation of debt commitments for the transaction and Bain Capital investment committee
final approval;
• unanimous recommendation of the IBC, and an intention by the IBC to vote, in favour of the
Indicative Proposal, subject to no superior proposal and an independent expert concluding
that the Indicative Proposal is in the best interests of shareholders;
• no material transactions by BWX; and
• entry into a definitive scheme implementation deed between BWX and the acquisition entity.
The IBC will evaluate the Indicative Proposal and keep shareholders informed of all material
developments relating to the Indicative Proposal or related discussions. There is no assurance that the
Indicative Proposal will result in any transaction capable of being put to BWX shareholders occurring
or being announced.
In the meantime, the IBC recommends that shareholders TAKE NO ACTION in respect of their
shareholdings in BWX.
– ENDS –
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