The third biggest recruitment company in Western Australia, West Perth-based Integrated Group Ltd will be acquired by Victorian commercial maintenance company Programmed Maintenance Services for around $182 million in cash and shares.
The third biggest recruitment company in Western Australia, West Perth-based Integrated Group Ltd will be acquired by Victorian commercial maintenance company Programmed Maintenance Services for around $182 million in cash and shares.
Under the scheme of arrangement signed today, Programmed will issue 0.26 shares and pay $1.25 cash to Integrated shareholders for every Integrated share held. The deal would leave Integrated shareholders with 20.9 per cent of all issued shares in Programmed.
Integrated shareholders will also be entitled to receive any interim dividend declared for the six months December 2006 to a maximum of 5c per share, as well as any final dividend declared by Programmed for the six months ended March 31.
The combined company would have annual revenues of $800 million and annual earnings before interest, tax and amortisation of $73.3 million.
Integrated has recommended its shareholders accept the offer in the absence of a superior proposal, and has appointed KPMG Corporate Finance (Aust) Pty Ltd as its Independent Expert.
Integrated, and its marine subsidiary Total Marine Ltd, would retain their names after the acquisition.
Should the acquisition be approved by shareholders and the courts, as well as winning the necessary regulatory approvals, current Integrated chairman Neil Hamilton and director Jon Whittle would join the Programmed board.
Integrated chief executive Chris Sutherland would lead the combined company's recruitment, marine and technical maintenance businesses, reporting to current Programmed managing director Max Findlay.
Mr Sutherland told WA Business News the acquisition represented an opportunity for the company to boost its presence offshore in New Zealand and the United Kingdom.
"In addition, (Programmed) brings a maintenance background, which combined with Integrated's marine business, should generate new opportunities in offshore oil and gas services, particularly in Western Australia and New Zealand, with existing Integrated customers," he said.
Programmed chairman Geoff Tomlinson said in a statement that the transaction represented a good opportunity for the company to extend its service into the labour hire market, and the combination would be enhance the value of the company.
Caliburn Partnership is acting as financial adviser to Integrated and Cochrane Lishman is acting as legal adviser, while Programmed receives financial advice from Macquarie Bank and legal advice from Allens Arthur Robinson.
The company anticipates sending an explanatory booklet detailing the reasons for their unanimous recommendation, together with the KPMG report, to shareholders by April, before a shareholder meeting in May.
Integrated closed up 15.5 per cent to $2.61.