Link Administration Holdings has confirmed it has accepted a revised takeover bid from Dye & Durham (D&D) of $4.81 per share.
In a statement to the ASX on Thursday, Link said it had agreed to amend the scheme implementation deed signed between the two companies in December last year under which D&D had originally offered $5.50 per share.
“The Link Group board unanimously recommends that Link Group shareholders vote in favour of the revised scheme in absence of a superior proposal and subject to the independent expert concluding and continuing to conclude that the revised scheme is fair and reasonable and in the best interests of Link Group shareholders,” the firm said.
Link said that all of its directors intend to vote in favour of the revised scheme at the scheme meeting which is now due to occur in mid-August after previously being postponed.
D&D reduced its bid to $4.30 per share last month to reflect an undertaking the firm was considering providing to the ACCC in order to obtain its approval along with “the current state of the financial markets and values of both the Link Group and the PEXA shares”.
The firm then upped its bid to $4.57 per share after the earlier offer was rejected. However, Link subsequently declared that it was unable to recommend the second revised bid.
In addition to the base scheme consideration of $4.81 per share, Link shareholders would also be entitled to receive up to 13 cents per share if D&D reaches an agreement to sell Link’s banking and credit management (BCM) business.
“Under the revised scheme, D&D remains obligated to use its best endeavours to pursue the sale of the BCM business for a period that continues to 12 months after the implementation of the revised scheme.” Link said.
“Link Group notes that it has been advised by Dye & Durham that it will shortly appoint financial advisers to sell Link Group’s BCM business and will commence this process immediately following implementation of the revised scheme.”
The revised scheme remains subject to court and regulatory approvals, and other customary conditions in addition to approval from Link shareholders.
The ACCC raised significant preliminary competition concerns about the proposed acquisition in a statement of issues last month.
The regulator’s competition concerns were in relation to Link’s 42.77 per cent shareholding in PEXA, which D&D would gain if the takeover goes ahead.
“The proposed acquisition would align PEXA, a near monopoly provider of Electronic Lodgment Network services, with D&D, a significant supplier of software to lawyers and conveyancers, significantly increasing vertical integration in this industry,” the ACCC said.
