TAKE NO ACTION
REJECT CIMIC’S OFFER
FOR YOUR MACMAHON SHARES BY TAKING NO ACTION
On 24 January 2017, CIMIC Group Limited (CIMIC) announced an unsolicited off-market takeover offer to acquire all of the Macmahon Shares that it does not already own or control for $0.145 per Macmahon Share. (Offer)
Your Directors have carefully considered the Offer and consider that CIMIC’s Offer is INADEQUATE and OPPORTUNISTIC and unanimously recommend that you REJECT the Offer.
In summary, the reasons for your Directors’ recommendation are that:
• CIMC’s Offer is inadequate and the Independent Expert has concluded that CIMIC’s Offer is neither fair nor reasonable
• The timing of CIMIC’s Offer is opportunistic and doesn’t reflect the improved outlook for the mining services sector
• Macmahon has significantly improved prospects from its existing contracts and a strong tender pipeline
• CIMIC is not offering enough for the benefits it may receive
• Accepting CIMIC’s Offer may deprive you of the ability to consider an alternative proposal, including the AMNT Proposed Transaction
Macmahon’s formal response to the CIMIC Offer is set out in its Target’s Statement. CIMIC’s takeover Offer of A$01.45 per Macmahon share expires on 9 March 2017.
PROPOSED TRANSACTION WITH PT AMMAN MINERAL NUSA TENGGARA
On 1 March 2017, Macmahon entered into a non-binding Heads of Agreement with PT Amman Mineral Nusa Tenggara (AMNT), (HOA). The HOA outlines the key commercial terms under which Macmahon would acquire certain assets from AMNT, AMNT would become a significant shareholder in Macmahon and Macmahon would be awarded a life of mine contract to provide certain earthmoving and mining services at AMNT’s copper-gold mine in Indonesia (Proposed Transaction).
The Macmahon Directors believe that the Proposed Transaction has the potential to be transformational for Macmahon and to deliver substantial value to Macmahon’s shareholders. If completed, the Directors expect the Proposed Transaction will increase the scale, operational diversity, revenue and order book, profitability and growth prospects of Macmahon in the medium-term (although there is no guarantee that this will occur).
Key terms of the HOA are set out in Macmahon’s ASX Release dated 1 March 2017 and Macmahon’s First Supplementary Target’s Statement. Importantly, Macmahon shareholders will have an opportunity to vote on the proposal before the Proposed Transaction can proceed.
For further information please call 1300 449 257 (toll-free) +61 2 8022 7948 (outside Australia).
|3 March 2017||Postcard to Shareholders|
|3 March 2017||Supplementary Target's Statement|
|3 March 2017||AMNT Proposed Transaction|
|1 March 2017||Media Release - Macmahon Signs Heads of Agreement|
|27 February 2017||Target's Statement|
|13 February 2017||Postcard to Shareholders|
|3 February 2017||Letter to Shareholders|
|27 January 2017||Directors' Statement re Takeover|
|24 January 2017||Response to CIMIC's Offer|