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MACMAHON HOLDINGS LIMITED M&A Activity 2008

Sep 3, 2008

65291_rns_2008-09-03_c89cf636-7c2f-4e63-beb0-b4aefe95acee.pdf

M&A Activity

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September 4, 2008

The Manager Company Announcements Office ASX Limited Level 4 20 Bridge Street Sydney NSW 2000

JOINT ASX / MEDIA RELEASE

Ausdrill Mining (ASX: ASL ) lodged its Second Supplementary Target’s Statement today and reiterated its advice to shareholders to reject Macmahon Holdings’ revised and final offer.

Chairman Mr Terry O’Connor said that the unexplained volatility of Macmahon’s recent share price was of particular concern in the Board’s deliberations.

“We’re concerned not only with the relative value of Macmahon’s shares being offered to Ausdrill shareholders, but also the sustainability of Macmahon’s current share price and therefore the uncertain value of the offer,” he said.

In the past 12 trading days, Macmahon shares have traded from $1.48 to $1.84. As a result, the implied value of the offer has varied significantly.

“There is no certainty Macmahon’s shares will continue to trade at current levels given recent volatility, so the implied value of the offer is extremely uncertain.

“Macmahon is currently trading at close to its highest share price in the last 20 years. We believe Macmahon’s volatility will continue and, as a result, Ausdrill shareholders may not realise the value of the offer following acceptance.”

Mr O’Connor confirmed that it had written confirmations from shareholders, representing 28.1% of Ausdrill’s shares, who have stated on a “last and final” basis they will not accept Macmahon’s revised offer.

“As a result, Macmahon will not be able to acquire 100% of Ausdrill, CGT rollover relief will not be available and Macmahon’s 50.1% acceptance condition is unlikely to be satisfied.”

Ausdrill said other reasons to reject Macmahon’s revised offer included that it:

  • Continues to undervalue Ausdrill’s earnings and net tangible assets contribution

  • Dilutes equivalent earnings per share and dividends per share

  • Exposes Ausdrill shareholders to significant risks and uncertainty; and

  • Ausdrill operates a superior margin business with strong growth prospects.

“Shareholders should continue to REJECT Macmahon’s offer and ignore all their correspondence,” Mr O’Connor reiterated.

For further information Visit: www.ausdrill.com.au

Or contact: Media inquiries: Caroline de Mori Purple Communications 0418 919 064