The improved Perpetual proposal was received by The Trust Company on Friday 6 September after market close, and comes after the TRU board acknowledged the superiority of the offer received from IOOF.
After considering the new Perpetual bid, the TRU board entered into a revised Scheme Implementation Agreement with Perpetual under which shareholders in TRU will receive 0.182 Perpetual shares for each share in TRU.
Shareholders can choose to receive the consideration as Perpetual shares, or as a cash equivalent up to a cap of $110 million, with a floor price of $6.29 per share in The Trust Company.
TRU shareholders will also receive a special dividend of 22 cents per share fully franked for each TRU share, and an interim dividend of up to 17 cents per share fully franked for each TRU share (matching the IOOF offer).
According to a TRU statement, the combined value of the scheme consideration and the dividends represents a value per share in TRU of $7.18, based on Perpetual’s closing share price on Friday 6 September.
The headline price of $7.18 per TRU share is 71 cents higher than the IOOF proposal of $6.47 per share, according to a TRU statement.
The TRU board recommended that shareholders accept the revised Perpetual offer in the absence of a superior proposal.
In a statement to the Australian Securities Exchange, Perpetual chairman Bruce Corlett said his company’s revised offer provided the greatest value for shareholders in TRU in the absence of a superior offer.
The Australian Competition and Consumer Commission has expressed concerns about a merger between TRU and Perpetual, with the watchdog set to make its ruling on the matter on September 19.
