PERTH, AUSTRALIA: Wesfarmers Limited has entered into a Scheme Implementation Deed (SID) with Kidman Resources Limited confirming the terms of Wesfarmers’ proposal announced on 2 May 2019 to acquire 100 percent of the outstanding shares in Kidman for $1.90 cash per share by way of a scheme of arrangement.[the_ad id=”31605″]The price of $1.90 per share represents a premium of 47.3 percent to the last closing price on 1 May 2019, prior to the announcement of Wesfarmers’ proposal to acquire Kidman, and corresponds to a transaction value of approximately $776 million.
The entry into the SID follows the completion of Wesfarmers’ due diligence and the satisfaction of conditions to the Process and Exclusivity Deed with Kidman.
The Kidman Board has unanimously recommended that Kidman shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of Kidman shareholders.
The Scheme is subject to customary conditions, including Kidman shareholder approval, court approval, no material adverse change and no prescribed occurrences, and all warranties being true and correct in all material respects.
In addition, the SID contains exclusivity provisions and a break fee in favour of Wesfarmers. As announced on 2 May 2019, a number of Kidman’s major shareholders, Board members and key management, which together own approximately 17 per cent of Kidman’s outstanding shares, have indicated their support of the Scheme and have entered into voting agreements with Wesfarmers (subject to there being no superior proposal and the independent expert concluding that the scheme is in the best interests of Kidman shareholders).
Wesfarmers Managing Director Rob Scott said that the execution of the SID agreement with Kidman demonstrated significant progress towards the proposed acquisition of Kidman. “This is an important milestone in advancing a transaction that provides Wesfarmers with an attractive investment and delivers Kidman shareholders with a compelling premium and certain cash return,” Scott said.