The scheme implementation agreement will see Perpetual acquire 100 per cent of the shares in TRU at 0.1495 Perpetual Shares for each share held in TRU or the cash equivalent of $6.17 per share.
TRU have noted the higher share price in the offer, which includes a 22 cent special dividend share, is more reflective of its company value than the EQT offer.
“The combined value of the scheme consideration, the special dividend, and the 2013 final dividend of 18 cents, clearly exceeds the assessed valuation range of $6.03 to $6.29 determined by the independent expert, Longeran Edwards, in its reporting relating to the takeover offer from EQT announced on 21 February 2013,” TRU chairman Bruce Corlett said.
In a conference to investors, Perpetual chief executive Geoff Lloyd said that TRU will provide an economy of scale as well as a complementary business to Perpetual, particularly its financial advice branch, Perpetual Private.
“TRU complements the same business we are in, in philanthropy, estate planning and private client advice,” Mr Lloyd said.
“The private client advice and its average funds under advice is certainly on our target segmentation … TRU’s average client is over a million dollars or more, so it’s truly on target for the strategy that Perpetual has in Perpetual Private.
“We believe that we’ve made a significant investment in that business that will benefit from the scale of this transaction.”
In February, EQT offered 33 of its shares for every 100 TRU shares valued at $5.28 per share, representing a headline premium of 11.2 per cent.
At the time, TRU interim chief executive Shailendra Singh told InvestorDaily that “the EQT offer materially undervalues The Trust Company” and said the company were considering other proposals.
The takeover offer by EQT will remain open until 7pm Melbourne time on June 5, with TRU recommending that shareholders reject the offer by taking no action.
Shareholders of TRU can vote on the Perpetual takeover at a scheme meeting taking place in July.
