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Navitas board agrees to BGH takeover

Navitas’ board has announced it has entered into a formal agreement for a $2.1 billion take over by the BGH Consortium, including co-founder and former Navitas chief executive Rod Jones, and has recommended shareholders vote in favour of the scheme.

Navitas has entered into a formal takeover agreement with the BGH Consortium. Photo: NavitasNavitas has entered into a formal takeover agreement with the BGH Consortium. Photo: Navitas

Shareholders will receive $5.825 per share

“The directors of Navitas unanimously recommend that shareholders vote in favour of the scheme”

The announcement comes after a prolonged exclusivity period by the BGH Consortium, which was extended to 1 March in order to complete outstanding due diligence requirements and conclude negotiations of the completed agreement.

Under the terms of the deal, shareholders will receive $5.825 per share, initially offered on 15 January 2019 as part of a revised bid and a 6% increased from the $5.50 offer on  October 9 2018.

“The directors of Navitas unanimously recommend that shareholders vote in favour of the scheme at the scheme meeting, in the absence of a superior proposal and subject to an independent expert that the scheme is in the best interest of Navitas shareholders,” the company wrote in a statement.

Trading of Navitas shares was briefly halted on March 21 in the lead up to the announcement of the takeover agreement, and once completed, the provider will become a privately listed copmany.

Currently holding a combined 18% of Navitas shares, consortium members Jones and AustralianSuper will not be permitted to vote in the general scheme with other shareholders, but are contractually obligated to vote in favour of it.

Instead of a cash payout, Jones and AustralianSuper will receive shares in holding company BGH BidCo.

The formalisation of the arrangement marks the final steps towards completion of the takeover, expected to be finalised mid-2019, after a protracted and at times acrimonious period for both Navitas and members of the consortium.

According to reports, as part of the takeover, Jones will return as non-executive chairman of the newly formed entity.

In its statement, Navitas said shareholders would receive a scheme booklet in May, with meetings to vote on the scheme expected in June.

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