THE BOARD of QUBE Holdings has unanimously recommended a takeover offer from Macquarie Asset Management (MAM) that values the company at approximately $11.6 billion.
In an ASX announcement the parties said that yesterday [23 November] MAM, including on behalf of its managed funds and clients, and Qube had entered into a process and exclusivity deed via a conditional, non-binding and indicative proposal for MAM to acquire all of the shares on issue of Qube for consideration of $5.20 in cash per share by way of scheme of arrangement.
The proposal price of $5.20 cash per share implies an enterprise valuation of approximately $11.6 billion and represents a:
Qube said the proposal followed an earlier unsolicited, non-binding and indicative offer at a lower value and a period of negotiation, which included the provision of limited due diligence information to facilitate a meaningfully improved proposal from MAM. The Proposal price will be reduced by the cash amount of any future dividends paid by Qube. The quantum of any ordinary or special dividends to be paid has not yet been determined.
“After careful evaluation of the Proposal, the Board of Qube determined it appropriate to enter into a Process Deed with MAM. The Process Deed grants MAM a period of exclusive due diligence access from the date of the deed until 1 February 2026.
“In accordance with the Process Deed, each of the Qube directors have confirmed they intend to unanimously recommend Qube shareholders vote, and to vote or procure that any ordinary shares in Qube in which they have an interest are voted, in favour of any scheme of arrangement in relation to the Potential Transaction in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Potential Transaction is in the best interests of shareholders.
“This intention is subject to entry into a binding implementation agreement with respect to a transaction at a price equal to or greater than $5.20 per share and on terms otherwise satisfactory to Qube.”
Qube chairman, John Bevan, said: “The Proposal from MAM is a reflection of the strength of Qube’s business model and our assets, and the quality of our people and culture. We look forward to continuing to engage constructively in the best interests of our shareholders.”
There is no certainty the Proposal will lead to a binding proposal for consideration by Qube shareholders. Qube will update shareholders in relation to the Proposal in due course. Qube shareholders do not need to take any action in relation to the Proposal at this time, the company aid.
Qube has appointed UBS as Financial Advisor and Allens as Legal Advisor.
The Proposal and entry into a binding Scheme Implementation Agreement are subject to a number of conditions.