Trade Me has entered into a scheme implementation agreement under which funds advised by Apax Partners will acquire 100 percent of Trade Me shares for NZ$6.45 per share, subject to shareholder and Court approval.
Subject to an Independent Advisor’s report concluding that NZ$6.45 per share is within or above its valuation range, and in the absence of a superior proposal, the Trade Me Board has unanimously recommended that Trade Me shareholders vote in favour of the scheme. Subject to those same qualifications, all directors intend to vote all Trade Me shares held or controlled by them in favour of the scheme.
Trade Me chairman David Kirk said: “The Apax Funds have increased their offer price since the indicative proposal, following the completion of their due diligence. After careful consideration, the Board has unanimously concluded that this offer is consistent with our efforts to deliver maximum value for shareholders.
“We’re confident Trade Me would have a successful standalone future, but we believe the certainty of the cash offer and material premium would be an attractive outcome and it merits being put to shareholders with our recommendation, in the absence of a superior proposal.”
The Board notes shareholders do not need to take any action at present, and currently expects the shareholder vote on the scheme to be held in April 2019.
A booklet containing information relating to the scheme, the Independent Advisor’s Report, the reasons for the directors’ unanimous recommendation and meeting information is currently expected to be mailed to Trade Me shareholders in March 2019. The Board expects that Trade Me shareholders will have the opportunity to vote on the scheme at a meeting in April 2019. If all the conditions are satisfied, the scheme is expected to be implemented in the second quarter of 2019.
