Programmed to be acquired by Persol
Programmed Maintenance Services Limited has entered into a Scheme Implementation Deed with Persol Holdings Co., Ltd (Persol) under which Persol proposes to acquire 100% of the issued share capital of Programmed for a cash price of $3.02 (Offer Price) per share (Proposal) by way of a scheme of arrangement (Scheme).
The Proposal represents a 68% premium to the last closing price of Programmed shares on 13th July 2017 of $1.80; 64% premium to the 1-month VWAP of Programmed shares of $1.84;2 and 69% premium to the 3-month VWAP of Programmed shares of $1.79.
Under the Proposal, Programmed may declare and pay a fully-franked special dividend on or shortly before the implementation date of the Scheme. The proposed quantum of the special dividend will be advised to Programmed shareholders in due course. The cash consideration of $3.02 cash per share will be reduced by the amount of any such special dividend.
There will be no impact on Programmed’s operations, customers and employees.
Programmed’s directors unanimously recommend the Scheme, in the absence of a superior proposal and subject to an Independent Expert's Report concluding and continuing to conclude that the Scheme is in the best interests of Programmed shareholders.
Programmed chairman, Bruce Brook, said, “The Programmed Board has unanimously concluded that the 100% cash proposal from PERSOL represents compelling value for Programmed’s shares and provides an attractive opportunity for Programmed shareholders to realise this value.
“We consider that the Offer Price of $3.02 per share fairly reflects the considerable value PERSOL places on our strategic plan, the capability of Programmed people to deliver it, and our strong market positions. PERSOL has made it clear that it intends to work with the Programmed management team to support and invest in delivering Programmed’s current growth strategy. We are pleased that our managing director / CEO, Chris Sutherland and other senior management have committed to continue with the business, and customers can be assured it will be business as usual if shareholders support the Scheme and it is ultimately implemented. The Programmed Board believes that PERSOL will be a well-capitalised, supportive owner of Programmed if the Scheme proceeds.”
Programmed managing director and CEO, Chris Sutherland, said, “Currently, PERSOL operates across Asia Pacific and we are proud that it has now chosen Programmed as its platform for growth in the Australia and New Zealand markets. We look forward to continuing to implement our current business plan with a very strong, global and supportive shareholder.
“We also look forward to supporting Asia Pacific wide staffing solutions and the opportunity to extend our maintenance / facility management business into Asia at some time in the future. “It is important to emphasise that Programmed will remain an Australian company operating across Australia and New Zealand, employing thousands of Australians and New Zealanders, with its headquarters in Perth, Western Australia. Our commitment to the core behaviours that define the Programmed culture will not change, which are personal safety leadership, care and empathy, and good old-fashioned customer service.”
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