SYDNEY: Pioneer Credit Limited has entered into a Scheme Implementation Agreement with Robin BidCo Pty Ltd and Robin HoldCo Holdings Limited (The Carlyle Group), wherein BidCo will acquire 100% of the fully diluted Pioneer shares outstanding for consideration representing a total value of $1.82 per Pioneer share.
Pioneer currently intends to pay a fully franked special dividend of up to $0.24 per Pioneer share prior to implementation of the Scheme.
The Scheme consideration values the equity of Pioneer, on a fully diluted basis, at approximately $120 million prior to any potential value that may be able to be realised by those shareholders who are able to realise the benefit of the available franking credits attached to the Special Dividend, with an implied enterprise value of approximately $288 million.
Pioneer Chairman, Michael Smith, said: “The Board of Pioneer has carefully considered a range of alternatives following an extensive process involving several parties. Having completed that process, the Board has unanimously concluded that, based on the Total Cash Consideration, the Scheme is in the best interests of our shareholders, in the absence of a Superior Proposal, and is also subject to an Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Pioneer shareholders.
“The process for considering alternatives has been extremely thorough and has carefully evaluated both change of control, and additional or alternative funding options for Pioneer. Ultimately, the Board concluded that the Scheme proposed by Carlyle struck the right balance, as well as maximising value for all Pioneer shareholders.”