Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

IMDEX LIMITED M&A Activity 2009

Jul 20, 2009

65119_rns_2009-07-20_314f9d58-c623-48ef-a410-9bdc7d1f189f.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [51 x 50] intentionally omitted <==

Tuesday 21 July 2009

ASX RELEASE

IMDEX AND CORETRACK ANNOUNCE AN AGREED PROPOSAL TO MERGE CREATING A COMPANY WITH A PORTFOLIO OF WORLD CLASS TECHNOLOGIES FOR THE GLOBAL OIL & GAS INDUSTRY

Merger highlights

  • Merger is in line with Imdex’s proven growth strategy including increased business within the global oil & gas industry

  • • Coretrack has patented and unique oil & gas down hole coring technology that will add to Imdex’s existing down hole oil & gas instrumentation technologies

  • • Merged group will provide greater certainty in terms of funding and marketing of Coretrack’s down hole oil & gas technology

  • • The merger will create a company with a portfolio of world class technologies for the global oil & gas industry

  • • Imdex is strongly positioned to substantially grow its down hole technology division globally through enhanced commercialisation of Coretrack’s coring technology to be rented to high end, blue chip global oil & gas majors

  • • Imdex will issue Coretrack shareholders 0.61 Imdex ordinary shares for every one (1) Coretrack ordinary share, and 0.305 Imdex ordinary shares for every one (1) Coretrack listed option, and consideration based on similar terms for Coretrack’s unlisted options

  • • Imdex will issue a total of 43.39 million shares to Coretrack share and option holders • Proposed merger is unanimously recommended by both Boards • The merger will be accretive for both sets of shareholders from 2011 • Further strengthens Imdex’s already strong balance sheet

Imdex Limited (“Imdex”) and Coretrack Limited (“Coretrack”) are pleased to announce an agreement to merge under which Imdex will acquire all of the shares and options in Coretrack.

Overview of the proposed merger

Under the agreement, to be effected through a Scheme of Arrangement, Coretrack share and option holders will receive a total of $28.4 million in the form of 43.39 million Imdex shares issued at 65.5 cents per share.

1

==> picture [51 x 50] intentionally omitted <==

Under the terms of the agreement, Imdex will issue Coretrack shareholders 0.61 Imdex ordinary shares for every one (1) Coretrack ordinary share, and will issue 0.305 Imdex ordinary shares for every one (1) Coretrack listed option, and consideration based on similar terms for Coretrack’s unlisted options.

Imdex post-merger will be owned approximately 82% by current Imdex shareholders and 18% by Coretrack shareholders and option holders.

Creation of a company with world class global oil & gas technologies

When completed, the transaction will create a merged entity with world class global oil & gas down hole technologies that are in high demand from blue chip corporate customers.

The merger will be EPS accretive for both sets of shareholders, with Imdex expecting the acquisition to be EPS accretive within two years and become a substantial contributor to group earnings from 2011.

For Coretrack shareholders, the merger delivers greater certainty in terms of funding and commercialisation of the Company’s down hole oil & gas technology.

Imdex Managing Director Bernie Ridgeway said the merger with Coretrack represents a natural addition to the Company’s down hole technology division, already well-positioned for growth in the global oil & gas sector.

“This is an attractive opportunity for Imdex to add an innovative, world class technology on the verge of full scale commercialisation,” he said.

“We see significant future earnings upside by adding Coretrack’s leading edge oil & gas down hole technology to Imdex’s existing products,” said Mr Ridgeway.

“The technology will deliver the Imdex Group strong earnings potential in the medium term and will be EPS accretive in FY11.

“Imdex has a proven track record of growth through quality acquisitions of proprietary technology companies, and a successful history integrating and marketing new technology.

“Imdex’s proposed merger with Coretrack complements our growing portfolio of down hole instrumentation assets and is well aligned with our growth strategy and fundamental objective to continue to grow Imdex’s exposure to the oil and gas sector.”

Coretrack Managing Director Nanne van't Riet said the proposed merger represented an exciting opportunity for his Company’s shareholders.

“The opportunity to align ourselves with a financially-strong and reputable company such as Imdex will provide Coretrack shareholders with greater potential for long term growth in a diversified global mining and oil & gas business,” said Mr van’t Riet.

“Imdex is an established company with a global market presence and strong customer relationships, and will be able to fully capitalise on the opportunities that exist and bring forward the commercialisation of Coretrack’s technologies.”

2

==> picture [51 x 50] intentionally omitted <==

Strategy of the merged group

Imdex’s strategy following the merger will not change – the manufacture, supply, and distribution of high quality drilling fluids and down hole instrumentation primarily to the global mining and oil & gas industries.

Transaction details

The key terms of the transaction entered into between the companies include:

  • Satisfactory completion of due diligence

  • Execution of a definitive Merger Agreement by 5.00pm (Perth time) on Friday, 24 July 2009, including a break fee of $300,000 payable by Coretrack.

Imdex has appointed Capital Advice as its financial adviser, and Coretrack has appointed Maiden Capital as its financial adviser.

For further information please contact:

Bernie Ridgeway Managing Director Imdex Limited Ph: (08) 9481 5777

Nanne van't Riet Managing Director Coretrack Limited Ph: (08) 9265 0000

About Imdex Limited

Imdex is a Perth based public company listed on the Australian Securities Exchange (ASX), whose core business is the supply of drilling fluids and down hole instrumentation to the global mining and oil & gas industries. Further information can be found at www.imdex.com.au

About Coretrack Limited

Coretrack is a Perth based public company listed on the ASX that provides leading technological solutions to the global oil & gas industry. Coretrack’s primary focus since listing has been the development and commercialisation of its revolutionary and patented technology, the Core Level Recorder System. Further information can be found at www.coretrack.com.au

3