Nuplex Industries' independent directors are unanimously backing Allnex Belguim SA's $1.05 billion bid for the resins maker after the US-based firm completed its due diligence.
The companies have signed a scheme implementation agreement, which values Nuplex at $5.55 a share, including the 12 cents per share dividend payment in February. That's a 44 per cent premium to where the shares were trading before the February 15 announcement and higher than the current price of $5.26, which gained 3.5 per cent at today's open. Nuplex's directors all support the bid, which requires 75 per cent approval in a special meeting likely to be held in August.
The recommendation is contingent on the $5.43 offer price, which excludes the dividend, falling within or above the independent adviser's valuation range, and that a better offer doesn't emerge. Managing director Emery Severin abstained from making a recommendation because of his executive role.
"The board believes Nuplex is well positioned to deliver growth in earnings, particularly from the platform now established in Asia and our new breakthrough technology, Acure," chairman Peter Springford said in a statement.
"However, delivering this growth will take some time and therefore shareholders may find attractive the opportunity to realise some of the future value of their Nuplex shares in cash now."
Allnex is controlled by Boston private equity firm Advent International, whose early advances to buy Nuplex were rejected. Those talks continued and Nuplex relented when the price became attractive, agreeing to a merger which will create one of the world's largest makers of coating resins.
Nuplex started in Auckland in 1952 as a flooring distributor before branching out into resins and polymers over the next 20 years. As the firm's focus became increasingly international, it shifted its headquarters to Sydney, while maintaining its New Zealand domicile and main listing on the NZX, which it joined in 1967.
The deal, which will remove the high-tech manufacturing firm from the NZX's list of top 50 stocks, has to be completed by November 9 and requires regulatory approvals in New Zealand, Australia and China. Those are expected by the end of July. Once that's completed, the transaction will need High Court sign-off.
Both parties face a break fee of $10.47 million if the deal is terminated outside agreed terms.