Perpetual Limited has agreed to revise the cash and scrip consideration mix of its offer to purchase 100 per cent of shares in Pendal Group.
Under the revised terms, Pendal shareholders would receive one newly issued share in Perpetual, in exchange for seven Pendal ordinary shares and $1.65 cash per Pendal share.
Perpetual had previously offered one newly issued share in exchange for 7.50 Pendal ordinary shares and $1.976 cash per Pendal share.
This represents a 16.5 per cent reduction in the cash component.
There has been no revision to the $6.54 offer price, which was based on Perpetual’s undisturbed share price of $34.23 as of 1 April 2022.
Perpetual is also expected to retain majority ownership of the combined group.
“The revised terms further strengthen the balance sheet and enhance the financial flexibility for the combined group,” Perpetual told shareholders.
The Pendal board and management have urged shareholders to accept the revised offer.
“The Pendal Board continues to unanimously recommend Pendal shareholders vote in favour of the Scheme in the absence of a superior proposal,” Pendal chairman Deborah Page AM said.
“The board believes the revised consideration mix is appropriate and for the benefit of shareholders in the combined group. We look forward to continuing to progress the Scheme towards implementation.”
The deal, however, remains subject to an independent expert determining whether the scheme is in the best interests of Pendal shareholders.
The approval of the revised terms comes ahead of an imminent Supreme Court decision expected to clarify terms of compensation if Perpetual breaches the acquisition agreement.