A.P. Eagers Limited (APE) made an offer to acquire the remaining 71.16% stake in Automotive Holdings Group Limited (AHG) from Perpetual Limited and others for approximately AUD 450 million.
APE intends to replace all members of the boards of the AHG with APE nominee directors. The intention of APE is for the APE' Board to undertake a review process to determine the senior management team for the merged group. It is anticipated that the senior management team will include members from APE's current senior management team, as well as members from AHG's current senior management team. The offer is subject to ACCC approval, third party consent, regulatory approvals, ASX market fall condition, Federal Court of Australia approval and merger authorization in respect of the acquisition under the Offer under Part VII Competition and Consumer Act 2010 having come into force. The Board of AHG advises shareholders to take no action in respect of APE's takeover offer. As on April 24, 2019, the Directors of Automotive Holdings have rejected the takeover bid by A.P. Eagers saying that the deal was of no benefit to shareholders. As on May 7, 2019, Board of Directors of Automotive Holdings unanimously recommended shareholders to accept the offer. The anticipated pre-tax synergies are estimated to be AUD 13.5 million per annum, available if full ownership achieved. As of April 23, 2019, offer will commence from April 23, 2019 to September 16, 2019. On July 25, 2019, the transaction is approved by The Australian Competition and Consumer Commission. As on August 16, 2019, the offer received regulatory approval and was declared unconditional and AHG directors unanimously recommend that AHG shareholders accept the offer. The offer is expected to close on September 16, 2019.
Morgans Corporate Limited acted as the financial advisor with fee of AUD 1 million and McCullough Robertson Lawyers acted as the legal advisor with fee of AUD 0.325 million, Ernst & Young LLP acted as the accountant with fee of AUD 0.04 million and Computershare Investor Services Pty Limited acted as the share registrar to APE. UBS acted as the financial advisor and Ashurst acted as the legal advisor to AHG. KPMG Transaction Services Zurich acted as accountant for Automotive Holdings Group Limited. KPMG Financial Advisory Services (Australia) Pty Limited acted as fairness opinion provider to Automotive Holdings Group Limited. Jacqueline Downes, Felicity McMahon, Georgia Sands, Tarun McCormack and Vanessa Cavallaro of Allens acted as legal advisors for A.P. Eagers Limited.