Australian petroleum company Ampol will acquire 100% of the shares of Z Energy, New Zealand’s largest fuel company, for a cash offer price of NZ$3.78 per share. Ampol’s offer includes an adjustment mechanism where it will pay an additional cash amount of NZ 0.055¢ per share, per day for each calendar day that completion of the transaction extends beyond March 31, 2022, up to a limit of NZ 10¢ per share. The deal is valued at NZ $2 billion (US$1.38 billion).
Ampol slightly raised its takeover price for Z Energy enough to win the backing of the company's board, resulting in the Z Energy Board of Directors unanimously approving the deal.
"The Z board believes that the scheme represents fair value for Z shareholders," said Z Energy chair Abby Foote.
Deal Highlights:
- Under the Scheme, Z shareholders would receive a cash offer price of NZ$3.78 per share and will also receive the first NZ$0.05 per share of the interim FY22 dividend without adjusting the cash offer price, resulting in an overall value to Z shareholders of NZ$3.83 per share.
- If the Scheme has not been implemented by 31 March 2022, the final cash consideration will be progressively increased to reflect FY23 performance, up to a limit of NZ$0.10 per share.
- The Z Board unanimously recommends that shareholders vote in favour of the Scheme, subject to the Scheme consideration being within or above the valuation range specified by the independent advisor and in the absence of a Superior Proposal being made for Z (as defined in the transaction agreement).
- The Scheme is subject to a number of conditions including regulatory approvals from the New Zealand Commerce Commission (NZCC) and New Zealand Overseas Investment Office (OIO)
Shareholders are expected to vote on the deal early next year, with Ampol hoping to complete the transaction by the middle of 2022.
