Perth-based project implementation, engineering and advisory group, Emerson Stewart is set to merge with national risk management company, Greencap.
Perth-based project implementation, engineering and advisory group, Emerson Stewart is set to merge with national risk management company, Greencap.
Emerson Stewart was established in WA in 2005 and provides services across the resources and energy sectors, including oil and gas, power generation and distribution, and chemicals.
It also supports infrastructure segments including urban development, property, aviation, water and defence.
Established in 2007, Greencap has acquired ten companies delivering solutions across OH&S matters, hazardous and environmental materials matters through to labratory testing, water and energy efficiency and advice.
The company specialises in the risk management sector with demand driven by continualkly evolving legislation.
Both companies believe the merger will create a significant market presence in the risk management, environmental, project management and engineering and diagnostic sectors.
Full announcement below:
Agreed Merger of Greencap and Emerson Stewart to Create Powerful National Service Offering
Greencap and Emerson Stewart are delighted to announce the execution of a Heads of Agreement (HOA) to give effect to the merger of the two groups by scheme of arrangement under the Corporations Act.
The HOA is conditional upon finalisation of due diligence and execution of a formal implementation agreement (anticipated by mid September 2009), and will thereafter require shareholder and court approvals in accordance with the Corporations Act (anticipated by early December 2009).
"The merger of the two groups will create a significant national market presence in the risk management, environmental, project management and engineering and diagnostic sectors" agreed Jeffrey Broun and Dario Amara, the respective MD's of each of the companies.
"This merger creates the opportunity to generate further revenues and value from the existing businesses by combining Greencap Group's excellent stable of companies in diversified but complementary business areas, national footprint, strong revenue lines and institutional shareholder base, with Emerson Stewart's project management and engineering consultancy operations with strong WA focus. It will result in a company with an experienced Board, strategic leadership capability and a strong balance sheet".
The Scheme of Arrangement is to be proposed by Emerson Stewart on the basis that Greencap will acquire Emerson Stewart shares on a 1:1 basis (with any outstanding Emerson Stewart options being acquired or otherwise replaced on comparable terms to those existing options). Post merger the "new" Greencap shareholder base is expected to comprise approximately 28.5% existing Emerson Stewart shareholders and 71.5% existing Greencap shareholders. Board and senior executive management structure of the merged entity is currently intended to be four independent non-executive directors and three executive directors as follows:
- CEO/Managing Director - Dario Amara (current Emerson Stewart CEO)
- Executive Director - Finance and Corporate - Jeffrey Broun (current Greencap MD)
- Executive Director - Cameron Hunter (current Greencap executive)
- Non Executive Chairman - Steven Cole (current Emerson Stewart chairman)
- Deputy Chairman - Stephen Belben (current Greencap chairman)
- Non-Executive Directors - Andrew Gay (current Greencap NED) and David Richardson (current Emerson Stewart NED).
