Murray & Roberts Proposes a Full Takeover of Clough

Clough Limited announced that it had received a conditional proposal from its major shareholder, Murray & Roberts Holdings Limited (Murray & Roberts), to acquire all the outstanding shares in Clough that it does not already own at $1.32 (AUD 1.46) cash per share (Proposal). Murray & Roberts is a major South African engineering, contracting and construction services company and first invested in Clough in 2003. They currently own 61.6 percent of Clough.

The Proposal is conditional upon:

  • satisfactory completion of confirmatory due diligence investigations
  • execution of a scheme implementation agreement
  • final Murray & Roberts board approval
  • a unanimous recommendation by Clough independent directors in support of the transaction, subject to an Independent Expert opining that the transaction is in the best interests of Clough shareholders and no superior proposal emerging

The Proposal allows for the offer price of $1.32 (AUD 1.46) to comprise a cash payment by Murray & Roberts of $1.19 (AUD 1.32) and the payment by Clough of a dividend of $0.13 (AUD 0.14) per share. The dividend is expected to be fully franked providing up to an additional $0.05 (AUD 0.06) per share for those Clough shareholders who are able to utilize the franking credit.

The offer price of $1.32 (AUD 1.46) represents a premium to the trading price of Clough shares as set out below:

  • 30.9 percent premium to the closing share price July 30 ($1.00 or AUD 1.115)
  • 25.8 percent premium to 1 month Volume Weighted Average Price ($1.05 or AUD 1.16)
  • 27.0 percent premium to 3 month Volume Weighted Average Price ($1.04 or AUD 1.15)

Clough has agreed to allow Murray & Roberts access to confidential information to conduct confirmatory due diligence up until Aug. 31.

Clough Chairman Keith Spence said:

“The Proposal represents an opportunity for Clough shareholders to realise a premium value for their investment. The offer price is at a premium to the all time high price at which Clough shares have traded on Australian Securities Exchange. The inclusion of a dividend will provide an additional benefit to Clough shareholders who are able to utilize the attached franking credit.

Murray & Roberts has indicated that they do not intend to make any material changes to the operations or management of Clough. They have been strongly supportive of the management of Clough and their strategic plan.

Clough will work with Murray & Roberts to enter into a binding scheme implementation agreement and for the transaction to be put to shareholders expeditiously.

Subject to the conditions being satisfied, the Clough independent directors intend to unanimously support the transaction.”


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