Mariner Financial Limited (ASX: MFI), through a wholly owned bidding vehicle, announces a takeover offer for Beyond International Limited (ASX: BYI), one of Australia’s leading independent television production companies. The offer price will be $1.15 per share, valuing Beyond at $68.7 million.
This investment will be an asset of a private equity fund to be established by Mariner.
Under Mariner’s bid the offer price of $1.15 per share will not adjust downward once the shares trade ex-dividend for the $0.03 per share final dividend that has recently been declared by Beyond.
Mariner’s takeover bid offers liquidity and an exit strategy for Beyond shareholders. Beyond shares are very thinly traded. During the six-month period immediately prior to this announcement approximately 370,000 Beyond shares changed hands, representing only 0.6% of Beyond’s issued capital.
Mariner currently owns 11% of the issued capital of Beyond.
The proposed takeover is subject to a 90% minimum acceptance condition. The conditions of the offer are attached (Attachment 1 – see ASX for full attachment). A more detailed timetable for the takeover offer will be announced in the bidder’s statement to be sent to Beyond shareholders.
‘Through our existing shareholding in Beyond and the recent due diligence exercise we have undertaken we are confident that the company represents an attractive private equity investment for Mariner,’ says Mr Bill Ireland, Managing Director of Mariner.
If successful, the transaction will be leveraged with the majority of the acquisition funding to be provided through a 3 year senior secured debt facility from BankWest Corporate Banking (a member of the HBOS Australia Group). The debt facility is non-recourse to Mariner Financial. Key conditions to this facility are summarised in Attachment 2 – see ASX for full attachment.
Minter Ellison is acting as legal adviser to Mariner in this transaction.