MTM updated about takeover from Sea Harvest

Mareterram Ltd (ASX: MTM), a company which belongs to the food, beverage & tobacco industry group and into the business of agribusiness and food distribution, announced the takeover offer update concerning Sea Harvest Group Limited. The update was regarding the proposed conditional off-market cash offer for the acquisition of remaining fully paid ordinary shares in MTM for $0.25 per share, which are not currently owned by the Sea Harvest.

Sea Harvest confirmed that the bidding condition which required the approval of the Foreign Acquisitions and Takeovers Act has been fulfilled. 

On 5 February 2019, the board members of the MTM announced that, MTM and Sea Harvest Group Limited entered into the bid implementation agreement (BIA). Majority of the shareholders of Sea Harvest proposed to make a cash takeover offer for MTM at $0.25 per share. Sea Harvest International Proprietary Limited is the wholly owned subsidiary of Sea Harvest. The company is presently having a voting power of 56.28% and is the largest shareholder of Mareterram.

The offer price of $0.25 per share is at a premium of 22% of $0.205 which was the last traded price prior to the announcement of the offer and 31% premium to the 30-day VWAP of MTM shares of $0.1905 upto and including 1 February i.e. before the announcement of the offer.

Those directors who were not affiliated with Sea Harvest unanimously recommended the shareholders to accept the offer subject to the independent expert opinion of fair proposal and absence of a superior offer.

Amongst the directors who were not affiliated with Sea Harvest, there were around 1.7% who proposed to accept the offer in the absence of a superior proposal and subjected to the independent expert who concluded the offer to be fair and reasonable.

By 28 February 2019, MTM will be receiving the bidder’s statement from Sea Harvest as well as Target’s statement.

MTM has made the appointment of RSM Australia Pty Ltd as an independent expert who will share his opinion whether the offer made is fair for the shareholders of MTM or not.

The company also highlighted the indicative timetable for the offer where, on 26 February 2019, the Bidder’s Statement and Target’s Statement will be lodged with ASIC and ASX. On 28 February 2019, the Bidder’s Statement and Target’s Statement is expected to get dispatched. The expected opening date of the offer is scheduled to be on 28 February 2019.  The closure of the offer is expected be on 29 March 2019.

Since the last six months, the stock has generated a negative return of 2.04%. By the closure of trading session on 8 February 2019, the closing price of the share was A$0.245 which was 2.083% above its previous trading day’s closing price. The stock has a market capitalization of 37.09 million and approximately 154.54 million outstanding shares and PE ratio of 104.350x.


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