ATON walks away from Murray & Roberts bid

PUBLISHED: Mon, 30 Sep 2019 18:08:45 GMT

German investment house ATON has allowed its $426 million offer for South Africa’s Murray & Roberts to lapse after failing to obtain clearances or approvals by South Africa’s regulatory bodies by Monday, September 30th.

In July South Africa’s Competition Commission recommended to the Competition Tribunal that the proposed acquisition be prohibited.

The company still plans to maintain its shareholding in M&R

ATON wanted to use the construction company as a gateway to expand in Africa’s most industrialised economy.

See full statement below:

Shareholders of Murray & Roberts (“M&R”) are referred to ATON’s mandatory offer
 in terms of section 123 of the Companies Act, 71 of 2008 to all M&R Shareholders,
 other than ATON or ATON’s affiliates (“Offer”), to acquire all the remaining
 issued and to be issued ordinary shares of M&R not already owned by ATON or any
 ATON affiliate at an offer consideration of ZAR17.00 per Offer Share.
 Unless otherwise indicated, capitalised words and expressions in this announcement
 have the meanings ascribed to them in the mandatory offer circular (“Offer
 Circular”) posted by ATON to M&R Shareholders eligible to participate in the Offer
 on Monday 4 June 2018, and published on its website on Tuesday
 5 June 2018.
 The Offer was subject to the fulfilment or waiver, as the case may be, of certain
 Conditions set out in paragraph 3.2 of the Offer Circular by no later than the
 Long Stop Date. The Long Stop Date for the Offer was initially 31 March 2019, and
 was extended twice by ATON to 30 June 2019 and Monday, 30 September 2019,
 Despite ATON having committed significant resources towards fulfilling the
 Conditions of the Offer, the Condition relating to the granting of merger control
 clearances or approvals in all relevant jurisdictions, as set out in paragraph of the Offer Circular, has not been fulfilled by the Long Stop Date.
 ATON carefully considered whether to further extend the Long Stop Date in
 accordance with its rights to do so under the Offer Circular. As a result of:
 (i)   the continued stance of the independent board of M&R (“Independent Board”)
       to not cooperate with or provide its recommendation for the Offer;
 (ii) the South African Competition Commission’s (“Competition Commission”)
       recommendation, dated Friday, 19 July 2019 (“Recommendation”), to the South
       African Competition Tribunal (“Competition Tribunal”) that the proposed
       merger between ATON and M&R be prohibited;
 (iii) the oppositional stance adopted by the Independent Board during the ongoing
       Competition Tribunal proceedings;
 (iv) the significant risks associated with each extension of the Long Stop Date,
       including the exposure associated with maintaining in place the cash
       confirmation that ATON is obliged to submit to the South African Takeover
       Regulation Panel in connection with the Offer; and
 (v)   the extended period of time that has elapsed since the commencement of the
 ATON has elected not to further extend the Long Stop Date. Accordingly, the Offer
 has lapsed in accordance with its terms.
 As the Offer has lapsed, it is no longer capable of further acceptance by M&R
 Shareholders, and those M&R Shareholders who tendered acceptances of the Offer
 are no longer bound by such acceptances. If you are a Dematerialised Shareholder
 who accepted the Offer, there is no need to take any further action, and it is
 advisable to contact your CSDP or broker should you have any questions. If you
 are a Certificated Shareholder who accepted the Offer, Documents of Title will be
 returned to you by registered post within five business days following the lapsing
 of the Offer.
 Whilst   ATON   respectfully  disagrees   with   the   Competition   Commission’s
 Recommendation, and remains convinced that the proposed merger does not raise any
 competition concerns and would result in significant public interest benefits,
 ATON has decided not to continue participating in proceedings before the
 Competition Tribunal to contest the Recommendation.
 ATON intends to remain invested in and support M&R as a significant shareholder.

*Updated to make paragraph 1 clearer

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