Geodynamics buys biogas player in Australia
Under the Bid Implementation Agreement, Geodynamics commits to make an off-market takeover bid to acquire 100% of the issued ordinary shares in Quantum.
Geodynamics Limited has entered into a Takeover Bid Implementation Agreement (BIA) with Quantum Power Limited (Quantum), an Australian unlisted public company focused on the development of renewable biogas energy systems to the Australian agri-business and food manufacturing sector.
Under the Bid Implementation Agreement, Geodynamics commits to make an off-market takeover bid (Offer) to acquire 100% of the issued ordinary shares in Quantum, under which it will offer shareholders in Quantum four and a half (4.5) fully paid ordinary Geodynamics shares for every Quantum share they own. The Board of Quantum has recommended unanimously that Quantum shareholders accept the takeover offer by Geodynamics, in the absence of a Superior Proposal and no Material Adverse Event occurring in relation to Geodynamics.
• Quantum shareholders will be offered four and a half (4.5) fully paid ordinary Geodynamics shares for every issued Quantum share, being a total of 127,488,870 Geodynamics shares (subject to rounding). Geodynamics will also acquire certain outstanding Quantum preference shares at a face value of $527,000, conditional on the takeover offers becoming unconditional.
• Quantum shareholders will represent approximately 23% of the enlarged Geodynamics Group, with existing Geodynamics shareholders retaining approximately 77% ownership.
• The transaction will provide Geodynamics shareholders with entry into the biogas energy market, a growing and attractive segment of the clean technology and renewable energy sector, and exposure to immediate short-term attractive project opportunities and a pipeline of medium and longer term growth opportunities.
• Merger with Geodynamics will enable Quantum to accelerate delivery of its identified projects, and pursue larger project opportunities with the support of Geodynamics’ financial capacity, project management and engineering capability.
• The Offer has been considered by the Directors of Quantum who unanimously recommend that Quantum shareholders accept the Offer, in the absence of a Superior Proposal and no Material Adverse Event occurring in relation to Geodynamics.
• The Offer is supported by major shareholders of Quantum, with shareholders representing an aggregate of 56.66% of Quantum’s issued ordinary shares having advised Geodynamics that they intend to accept the Offer for all the Quantum shares they own or control in the absence of a Superior Proposal.
Off- Market Takeover Bid
Geodynamics Limited and Quantum Power Limited have entered into a binding Takeover Bid Implementation Agreement (BIA) under which Geodynamics will make an off-market takeover bid (Offer) to acquire all the issued ordinary shares in Quantum.
Geodynamics is offering four and a half (4.5) GDY shares for every one (1) Quantum share. This will see Geodynamics acquiring all 28,330,856 ordinary shares in Quantum in exchange for 127,788,870 (subject to rounding) Geodynamics shares, representing 23% of Geodynamics on a fully diluted basis.
The transaction values Quantum Power at ~$8 million or $0.27 per Quantum share and Geodynamics at a net tangible asset backing of $0.06 per GDY Share.
On signing of the BIA, Geodynamics has agreed to provide Quantum with a working capital loan in the form of a single cash advance to the amount of $1,000,000 at an interest rate of 7%, repayable in 12 months time. Upon the Offer becoming unconditional Geodynamics will invite Mr Richard Brimblecombe to the Geodynamics Board.
The Offer is conditional on customary offer conditions including:
• 90% minimum acceptance by Quantum Shareholders.
• No material adverse changes, prescribed occurrences or adverse actions.
• No material acquisitions, disposals or material corporate actions.
CLICK HERE to read the Annexure to this announcement setting out the conditions in full.
Source: Press Release by Geodynamics