Trilogy International is set to de-list from NZX with shareholders backing a $211 million takeover from China's Citic Capital Partners at today's special meeting, leaving regulatory approvals the final obstacle to the deal.
Almost 53 million shares, amounting to 99 percent support, were cast in favour of a resolution for a scheme of arrangement with Citic, which will see the Chinese investment firm pay $2.90 a share to take over the listed skincare products and scented candle maker, a notice to the stock exchange shows. The scheme structure required at least 75 percent support and half the firm's voting rights to be cast, which was met with almost 74 percent.
Trilogy's directors backed the offer, which fell within independent adviser Grant Samuel's valuation range of between $2.59 and $2.94 per share, and was 28 percent higher than the $2.26 price the shares were trading at before the offer, a level the independent adviser report said was close to the average premium offered in successful takeovers of listed companies. The shares rose 1.1 percent to $2.80 today.
"In recommending the scheme your directors have taken into account that whilst TIL is well positioned to deliver growth in earnings, delivering this growth will take some time and involves execution risks," said chair Grant Baker, whose Business Bakery unit threw its 31 percent stake behind the offer. "Throughout this process no superior proposal has emerged that the directors believe is more favourable to shareholders than the scheme."
The deal is still subject to Overseas Investment Office approval, and once that's received Trilogy will seek a High Court order ratifying the transaction. It's aiming to delist on April 11 and pay shareholders on April 20, Baker said.
Trilogy issued a profit warning earlier this week, saying earnings could miss guidance by as much as 10 percent on weak Ecoya candle sales in the fourth quarter and uncertain timing for orders of its Lanocorp beauty products.
Yesterday, Trilogy said Business Bakery would pick up certain transaction costs for Citic, and the Grant Samuel report said the skincare products firm planned to enter into consultancy agreements with Steve Sinclair and Grant Baker, with Citic suggesting the skincare products maker pay the same amount of director and consulting fees as it did in management fees to Business Bakery, including potential for renegotiation. Business Bakery received $330,000 in the March 2017 year.
Trilogy is the second company to delist from NZX this year, following Xero's shift to consolidate its listing on the ASX.
The Auckland-based company first joined the bourse in 2010 when it was just the Ecoya candle maker, raising $10 million in an initial public offering selling shares at $1 apiece. That was underwritten by the Business Bakery, which ended up buying almost a third of the shares giving it a stake of 65 percent. That stake was diluted by Ecoya's acquisition of Trilogy the following year.