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NRW Holdings (ASX:NRW) - Managing Director & CEO, Julian Pemberton - The Market Herald
Managing Director & CEO, Julian Pemberton
Source: NRW
  • Mining contractor NRW Holdings (NWH) has revealed it is aiming to take over solutions provider Primero Group (PGX)
  • Both companies have entered into a bid implementation agreement, which will see NRW buy all of Primero's shares on offer
  • Specifically, NRW is offering to buy the shares for 55 cents each — a 14.6 per cent premium to the company's last closing price
  • At that price, it gives Primero an estimated equity value of around $100 million
  • The Board of Primero have unanimously recommended that all shareholders accept NRW's takeover offer
  • While, NRW has proposed using current cash on hand and a $50 million funding facility to fund the proposed takeover
  • Shares in NRW are trading up 4.44 per cent at $2.71 and shares in PGX are trading up 11.5 per cent at 53.5 cents each

NRW Holdings (NWH) has made a bid to take over solutions provider Primero Group (PGX).

The two companies have entered a bid implementation agreement, which will see NRW buy all Primero's shares currently on offer.

The mining contractor is interested in buying PGX as it will add "significant engineering, procurement and construction capability" to its mining and energy business.

Offer details

Under the bid, Primero shareholders are being offered 27.5 cents cash and 0.106 NRW shares for every PGX share they own.

That offer values Primeo's share at 55 cents each — a 14.6 per cent premium to the company's last closing price on November 23.

It also gives the company an estimated equity value of around $100 million, an increase on its current market cap of $82.4 million.

NRW has already stated it will use its current cash on hand to fund the cash component of the offer and a new $50 million acquisition facility by Bankwest to bankroll the rest of the takeover bid.

It's also agreed to give Primero access to an interim funding facility of up to $10 million, which will be made available to fund working capital requirements.

Next steps

The board of Primero have reviewed NRW's offer and unanimously recommended that all shareholders accept the bid in the absence of a superior proposal. Company directors have also decided to vote in favor of a takeover.

"NRW’s offer provides an attractive outcome to Primero shareholders, allowing shareholders to both crystallise value today at a meaningful premium to recent market trading levels whilst also maintaining continuing exposure through their holding in NRW," Primero Managing Director Cameron Henry said.

"NRW is strongly supportive of the Primero management team’s growth
strategy which aligns with NRW’s existing Minerals, Energy & Technologies division and will assist with the transformation and growth," he added.

When the deal is done, Primero shareholders will own approximately 4.4 per cent of the pro forma shares in NRW on a fully diluted basis.

Currently, shares in NRW are trading up 4.44 per cent at $2.71 and shares in PGX are trading up 11.5 per cent at 53.5 cents each at 1:33 pm AEDT.


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