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Greencross Limited (ASX:GXL), domiciled in Australia, is a leading specialist retailer of pet accessories, pet food, and other pet related services such as grooming, obedience training, dog washing, and pet adoption. It has more than 230 stores operating under the brand name of Animates in New Zealand, and City Farmers and Petbarn in Australia. It also owns and operates veterinary services business (Australiaâs most extensive network) with more than 160 clinics including pathology labs and pet crematoria, general practices, and speciality and emergency centres.
On 5 November 2018, GXL entered into a Scheme Implementation Agreement (SIA) with Vermont Aus Pty Ltd (BidCo), an investment company owned by Vermont Aus Holdco Pty Ltd (owned by TPG Growth IV SF Pte Ltd and TPG Asia VII Pte Ltd ). Under the SIA, it was proposed that BidCo will acquire 100% of the shares in GXL subject to shareholdersâ approval and final approval by the Federal Court which is scheduled for 11 February 2019.Â
Under the Scheme of Arrangement, GXL shareholders would receive cash consideration of A$5.55 per share, after reducing the amount of any Special Dividend if any, held on the Scheme Record Date (SRD), or cash consideration in respect of 50% of their GXL shares held on the SRD in addition to the scrip consideration in respect of the remaining 50% shares held on the SRD, or cash consideration in respect of 25% of the GXL shares held on the SRD in addition to the Scrip Consideration in respect of the remaining 75% of the GSX shares held on the SRD. The Independent Expert assessed the full underlying value of Greencross at between A$5.05 and A$5.67 per share.
On 24 January 2019, GXL announced that if the Scheme is approved and implemented, the Directors intended to pay a fully franked dividend of 19 cents per share on 20 February 2019 with an expected record of 13 February 2019 at 7.00pm.
Today, the shareholders of GXL were asked to consider and vote on a resolution in relation to the proposed acquisition which required the approval to proceed.
As a result, a total of 88,191,694 votes were cast of which 87,904,041 (99.67%) voted in favour of the Scheme, and the remaining 0.33% opposed the resolution. Out of the total 1,320 shareholders, 1206 (91.36%) shareholders voted in favour of the Scheme, and the remaining 8.64% opposed the resolution. The votes that were for the resolution included proxies in relation to 3,933,924 shares held by Prebest Pty Ltd and Swaus Pty Ltd (both entities controlled by Jeff David, the Executive Chairman of GXL).
After the orders from the Court to be given on 11 February 2019, GXL shares will be suspended immediately. The Implementation Date for the Scheme is 27 February 2019 with the Scheme Record Date on 22 February 2019.
Looking at Greencross Limitedâs stock performance, it has generated a positive return of 23.27% during the past six months. It is currently trading at A$5.550 (at the close of the market on 06 February 2019) with a surge of 0.726% in the price during the dayâs performance. GXL has approx. 120.46 million shares outstanding with a market cap of circa A$663.75 million.
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