Dorchester Pacific plans to offer $3 a share in cash, shares and notes for Turners Auctions, valuing the auction company at $82 million, after winning support from chairman and major shareholder Michael Dossor.
The offer would amount to a 9.1 per cent premium on the most recent trading price of Turners of $2.75 and Dorchester said it would also require Turners to pay a fully-imputed special dividend of 15 cents a share once it has acceptances that would give it more than 50 per cent of the company.
Dorchester currently owns 19.85 per cent of Turners while the target company's chairman owns 20.8 per cent through Bartel Holdings, for a combined 40.65 per cent stake.
Dorchester said it will offer either $3 a share cash, two-year notes that pay interest of 9 per cent and convert to Dorchester shares. ordinary shares of Dorchester or any combination. Bartel, which has entered a lock-up agreement with Dorchester, has agreed to accept 60 per cent ordinary shares and 40 per cent convertible notes, the finance company said.
Dorchester said the takeover was conditional only on achieving at least the 50.1 per cent control required under the Takeovers Code.
"There is a natural alignment and synergy between Dorchester and Turners Auctions, which we talked about at the time of our investment in Turners," Dorchester chief executive Paul Byrnes said. "Seventy per cent of our finance lending is for motor vehicles and our insurance business has a focus on motor vehicle related insurance products."
Turners stock was put in a trading halt. Dorchester rose 4.6 per cent to 23 cents and is little changed this year.
Dorchester expects to raise between $25 million and $27.5 million by selling shares at 25 cents a piece to Turners stockholders including Bartel and via a placement, it said. It also expects to issue about $15 million of convertible notes to Bartel and other parties, it said. Final details would depend on what combination of cash and securities that Turners' shareholders accepted.
Dorchester plans to make a formal takeover offer in August, with resolutions relating to the proposal put to the company's annual meeting.
A successful takeover may lift Dorchester's 2016 pretax earnings to between $20 million to $25 million, from a forecast $10 million to $11 million forecast for the current year from existing businesses, it said.
Dorchester chairman Grant Baker said after the transaction, its balance sheet "will still remain relatively conservative," giving the company room to pursue further acquisitions.