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August 19, 2022

Australia’s MACA rejects NRW’s non-binding takeover proposal

MACA's board concluded that NRW’s proposal is ‘not superior’ to Thiess’ existing all-cash takeover proposal.

Australia’s mining services company MACA has rejected an offer made by NRW Holdings to acquire shares for an implied consideration of A$1.085 per share.

NRW made a cash-and-stock offer to acquire all MACA shares for A$1.085 per share. This offer represented a premium of 8.5% to MACA’s last close on 17 August 2022, valuing MACA at A$375m ($259.46m).

Following an assessment, MACA’s board concluded that NRW’s non-binding, conditional and indicative proposal is ‘not superior’ to Thiess Group Investments’ existing A$1.025 apiece all-cash takeover proposal.

Thiess’ offer, which values MACA at A$350m, represents a 28.1% premium to MACA’s last traded price on 25 July 2022.

Mining services firm Thiess, which is 50% owned by CIMIC Group, said last month that the board of MACA had recommended shareholders accept its offer.

However, NRW stated that its merger proposal was a superior one to Thiess’ takeover offer. It also sought a further review by MACA.

NRW managing director Jules Pemberton said: “We are disappointed that the board of MACA has indicated that it is not willing to entertain our compelling proposal.

“NRW believed it was uniquely positioned to offer attractive value for all MACA shareholders and, importantly, the benefits of continued exposure to MACA’s business as part of a larger and diversified provider of contract services to the resources, infrastructure and energy sectors across Australia.”

MACA caters to the mining, infrastructure, and construction sectors, providing services such as drilling and blasting; loading and hauling; and materials handling.

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