SRG Limited (ASX:SRG) entered into a scheme of arrangement to acquire Global Construction Services Limited (ASX:GCS) in a reverse merger transaction on June 11, 2018. Under the terms of consideration, each share of SRG Limited (SRG) common stock will be converted into right to receive 2.479 shares of common stock of Global Construction Services Limited (Global Construction). All the outstanding options and performance shares of SRG will be vested after second court hearing (court approval being a condition to the transaction) and will be exercised before the record date of the transaction. Upon completion of the transaction, Global Construction shareholders and SRG shareholders will own approximately 51% and 49% stake in the combined entity to be named as SRG Global Limited (SRG Global). Both SRG and Global Construction intend to pay final dividends prior to closing of the transaction (FY 2018). The scheme also includes termination protections such as no shop and no talk provisions and contains certain mutual break-up fee. In case of termination under certain circumstances, both the parties are obligated to pay a fee of AUD 1.5 million.
Peter Wade will be appointed as the Chairman of the Board of SRG Global while Peter McMorrow will be appointed as Deputy Chairman. David Macgeorge, the current Managing Director of SRG will be appointed as Managing Director and Enzo Gullotti, the current Managing Director of Global Construction will be appointed as an Executive Director on the Board of SRG Global with the remainder of the Board to be comprised of representatives from both organizations. The deal is subject to SRG shareholder approval by requisite majority, Federal Court approval, recommendations from independent experts to the shareholders, regulatory approvals and other customary conditions. The Board of Directors of SRG has unanimously recommended the shareholders to vote their shares in favor of the scheme. All the Directors of Global Construction have unanimously supported the proposed transaction. All the Board members of SRG themselves have committed to vote their shares in favor of the transaction. As of June 12, 2018, the first hearing of the scheme at the court is expected to be made in mid-July 2018 (indicative date July 11, 2018). SRG shareholders meeting for the approval (indicative date August 15, 2018) as well as second court hearing (indicative date August 20, 2018) are expected in mid-August 2018, record date for the shares will be scheduled in late August 2018 (indicative date August 28, 2018). As of July 20, 2018, Federal Court of Australia approved the convening of a meeting of SRG shareholders to consider and vote for the transaction. Shareholders meeting is scheduled to take place on August 22, 2018. On August 22, 2018, the shareholders of SRG Limited approved the transaction. SRG Limited will seek approval from the Federal Court of Australia on August 27, 2018. The Federal Court of Australia approved the transaction on August 27, 2018.
Scheme implementation is expected in early September 2018 (indicative date September 4, 2018). As of July 23, 2018, scheme effective date is August 28, 2018 while implementation date is September 11, 2018. As of August 28, 2018, scheme has become effective. Global Construction and SRG expect the transaction to generate cost synergies between approximately AUD 3 million and AUD 4 million (realized by FY 2020). Sternship Advisers, Hartleys Limited and Euroz Securities acted as financial advisers to SRG Limited while Argonaut Limited acted as financial advisor to Global Construction Services Limited. Herbert Smith Freehills acted as legal advisor to SRG Limited while Antonella Pacitti and Roger Davies of Ashurst acted as legal advisor to Global Construction Services. Lonergan Edwards & Associates Limited provided independent expert to SRG Limited. PricewaterCoopers acted as tax advisor and Computershare Investor Services Pty Limited acted as registrar to SRG Limited.