Fund managers employed by the state-owned Accident Compensation Corp are set for a payday after WSP Global Inc, a Canadian listed consultancy firm, offered an 87 per cent premium for Opus International Consultants.
ACC portfolio managers Paul Robertshawe, Blair Cooper and Blair Tallott are listed in WSP's takeover documents because they own shares in Opus in their own right, in addition to ACC's 5.78 per cent holding. ACC's code of conduct allows its investment staff to make personal investments provided head of investments Nicholas Bagnell is satisfied there is no conflict with ACC's own activities.
WSP is offering $1.78 a share for Opus, which closed at 99 cents on the NZX on Friday. ACC currently owns 8.55 million shares while the portfolio managers have holdings ranging from 145,923 to 347,825 shares, meaning the takeover would generate proceeds of $15.2 million for the corporation and between $51,495 and $124,600 for its managers.
The offer also allows Opus to declare a fully imputed dividend of 7 cents a share, taking the total on offer to shareholders to $1.85 per share.
Opus shares soared 72 per cent to $1.70 on the NZX today. Malaysian Stock Exchange-listed UEM Edgenta Bhd, which owns 61.2 per cent of the company, has entered a lock-up agreement to sell into the offer, subject to shareholder approval. UEM's 69 percent owner, UEM Group Bhd, has already given an irrevocable undertaking to vote in favour of the offer, WSP said in a statement.
The offer is subject to due diligence of non-public information, which Opus says it will provide. The company advised shareholders to take no action pending deliberations by a sub-committee of independent directors, who will appoint an independent adviser to assess the merits of the proposal.
Opus is scheduled to release its first-half results tomorrow. The Wellington-based company reported a loss of $29.9 million, or 20 cents per share, in calendar 2016, compared to a profit of $16.7 million, or 11 cents, a year earlier.
WSP chief executive Alexandre L'Heureux said Opus will be able to "greatly leverage WSP's customer base and strong international brand equity to significantly bolster its positioning and growth outside of New Zealand." At the same time, it would give WSP an opportunity to improve its presence and expertise in the Australia and New Zealand markets, particularly New Zealand, where Opus "has a leadership presence".
The takeover documents say Opus shares "have performed significantly worse than the NZX 50 Index" over the past two years, with its performance negatively impacted by offshore challenges." It cited Opus's 2016 earnings, which showed an earnings before interest and tax loss in Australia, Canada and the US and a drop in ebit in the UK.
Opus said at the time that its Australian and Canadian units were hit hard by the collapse in oil prices. The company restructured its business last year along sector lines of buildings, water and transportation instead of country-based divisions, which it said was "essential to ensure a viable future for the business."