Auto parts retailer, Bapcor, has finally succeeded in taking over New Zealand’s Hellaby Holdings, four months after it announced its initial bid.
The ASX-listed company says it now controls more than 92.7 per cent of voting rights in Hellaby through it’s A$3.60 per share offer, which allows the company to compulsorily buy the rest of the company’s stocks under New Zealand takeover laws.
Following the expiry of the acceptance period for the offer on February 7, 2017, Bapcor will commence the compulsory acquisition process under the NZ Takeovers Code to acquire all of the remaining ordinary shares in Hellaby which have not been accepted under the offer.
On February 8, Bapcor will despatch to the remaining Hellaby shareholders who have not accepted the offer, a letter incorporating the required compulsory acquisition notice and instrument of transfer.
Bapcor’s interest in the diversified investor rose to 92.7 per cent from 88.6 per cent, crossing the 90 per cent threshold that allows it to compulsorily acquire the remaining shares.
“It is a very pleasing result for Bapcor to receive such a strong acceptance level from Hellaby shareholders following Bapcor’s decision to declare the takeover offer unconditional,” said Darryl Abotomey, Bapcor Limited’s CEO and managing director. “Hellaby shareholders have recognised that accepting the Bapcor Offer was the best alternative to optimise value from their Hellaby investment.”
The auto parts retailer filed a notice of dominant ownership with the NZX Wednesday.
Bapcor had already declared its $3.60-per-share offer, which closes on February 7, unconditional. The shares last traded at $3.57.
Last September, the Australian company raised A$185 (NZ$192) million of new equity, with the balance of the takeover funded through its Australia & New Zealand Banking Group facility.
Bapcor has said it plans to sell Hellaby’s resources and footwear businesses, using the remaining automotive division as a foothold in the New Zealand market, where car sales have been hitting record levels over the last three years due to a rapid increase in population and fast growing economy.
“We are working with the leadership teams of the Hellaby businesses on gaining a deeper understanding of their business plans and their future opportunities,” Abotomey said.
All of the existing directors and former directors of Hellaby have sold into the offer. Hellaby director Paul Byrnes initially sold 20,000 shares in January and exited the remaining 980,086 shares Tuesday, for a total payday of about $3.6 million.
Bapcor took control of the boardroom last week, naming Abotomey as chair and appointing its chief financial officer Gregory Fox, general manager of strategic business development Matthew Cooper, and independent director Margaret Haseltine.
Byrnes and former Hellaby chair Steve Smith will stay on as independent directors until the offer closes while managing director Alan Clarke will keep his role to help with the change of ownership.
The takeover marks the end of Hellaby as a listed company after 23 years. It grew out of Renouf Corp, a casualty of the 1987 stock market crash and restructured by businessman Tur Borren and turned into Hellaby Holdings.
