Peet Limited (ASX:PPC) entered into a bid implementation agreement to acquire CIC Australia Limited (ASX:CNB) from Guinness Peat Group plc (LSE:GPG), Kyleast Pty Ltd, Colin Alexander, Maurice Loomes, Anthony Carey, and others for AUD 75.5 million in cash on April 10, 2013. Peet will acquire all the shares of CIC Australia for AUD 0.6 each. Peet has agreed to acquire a 19.9% stake which is 25.03 million shares in CIC, either through the bid, or otherwise through direct ... acquisition, from Guinness Peat Group. Peet is undertaking placements to raise up to AUD 83 million to fund the acquisition. The offer opens April 16, 2013 and closes on May 24, 2013, unless extended. A termination fee of AUD 0.8 million is payable to Peet and CIC Australia in case of termination of the transaction by either party. The offer is subject to Peet acquiring at least 50.1% of CIC’s shares, Banks’ waivers -Westpac Banking Corporation unconditionally and irrevocably waives its rights under the Westpac facilities agreement for the Googong Project and St George Bank Limited unconditionally and irrevocably waives its rights under each of CIC’s AUD 42 million multi option facility dated November 29, 2012, Commonwealth Bank of Australia and CIC-LDC Pty Ltd agreement of loan amount AUD 18.07 million becoming unconditional. As of April 24, 2013, majority of CIC’s Board and a majority of CIC’s independent Directors have recommended the offer, subject to there being no superior proposal. As of May 6, 2013, CIC Australia received consent from St George Bank. It was confirmed by St George Bank that any such change of control of CIC will not constitute an event of default under any of CIC's financing facilities with St George Bank, its consent to any such change of control of CIC is unconditional in respect of all of the financing facilities entered into by CIC and/or Crace Developments (other than the Multi Option facility) and its consent in respect of the Multi Option facility is conditional on that facility being repaid by September 30, 2013. If the offer is successful but Peet does not acquire greater than 90% of CIC, Peet will not be able to undertake compulsory acquisition of CIC minorities. CIC will remain a separate company but will be consolidated by Peet and Peet nominees will be appointed to CIC Board. Peet intends to seek a de-listing of CIC. If the takeover is unsuccessful, the conditional placement will be terminated, Peet will complete the acquisition of a 19.9% stake in CIC from Guinness Peat Group. The acquisition of CIC is expected to be neutral to financial year ending 2013 operating earnings per share, Peet expects the acquisition of CIC will be at least 10% accretive to financial year ending 2014 operating earnings per share. As of May 7, 2013, the minimum acceptance condition has been fulfilled. As of May 9, 2013, Westpac Banking approved the financing facility for the Googong Development and change in control of CIC Australia. As on May 13, 2013, Peet Limited lodged bidder's statement with ASIC. Peet has received valid acceptances for 78% stake in CIC Australia Limited. As on May 17, 2013, the offer is became unconditional. Guinness Peat Group accepted the deal. The offer closing date is extended from May 24, 2013 to June 7, 2013, unless extended. Merrill Lynch International (Australia) Ltd. acted as financial advisor and King & Wood Mallesons acted as legal advisor for Peet Limited. Marie Mills of Mills Wilson Communication Consultants acted as PR advisor for Peet Limited. Fort Street Advisers Pty Limited acted as financial advisor and Baker & McKenzie acted as legal advisor for CIC Australia Limited. Computershare Investor Services Pty Limited acted as registrar for Peet Limited. Computershare Investor Services Pty Limited acted as transfer agent for CIC Australia Limited.
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