Bapcor stake in Hellaby tips over 50%, higher threshold condition waived

Hellaby chairman Steve Smith
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ASX-listed auto-parts company Bapcor now owns more than half of Hellaby Holdings, and will waive its 90 percent condition on its takeover offer.

According to its latest disclosure today, Bapcor now holds 50.1 percent of the shares in Hellaby, an increase from the 48.7 percent it held as of last Wednesday. Under its takeover offer made in October, it wanted to buy up to 90 percent of Hellaby at $3.60 per share, a threshold which would let it enforce mop-up provisions to take the company private.

Bapcor said today it had waived the 90 percent condition, which it first said it might do in December, as it has received acceptances for more than 50 percent of the shares, meaning the minimum acceptance condition has been satisfied. The offer is still subject to no adverse events occurring, and shareholders have until Jan. 18 to accept it.

"Bapcor is in the process of engaging with the independent directors of Hellaby about satisfaction or waiver of the remaining conditions and, if these conditions are satisfied or waived, and the offer is declared unconditional, Bapcor gaining appropriate representation on the Hellaby board in an efficient manner," it said in a statement to the NZX. "Bapcor believes that the Hellaby shareholders should now view Bapcor’s offer of $3.60 cash per Hellaby share as the best way to optimise their investment."

As of the latest disclosure, Bapcor had conditional acceptances for a further 1.37 million shares, or about 1.4 percent, based on the offer becoming unconditional.

Hellaby's board advised shareholders not to accept the offer, which it said undervalues the company. In December, Bapcor lifted its offer to $3.60 from the initial $3.30 bid but said it would not increase the price further despite Hellaby's directors seeking an additional 18 cents per share dividend.

Hellaby shares last traded at $3.52, up 23.5 percent in the last year, while Bapcor last traded at A$6.03, up 51.5 percent in the year.


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Bapcor waives the condition in the Offer requiring the receipt by it of acceptances representing 90% or more of the voting rights in Hellaby
 As Bapcor has already received acceptances in respect of more than 50% of the Hellaby Shares, the waiver of the 90% condition means that the minimum acceptance condition in the Offer has been satisfied.

Filed on NZX this afternoon.

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But still not fully unconditional. They are refusing to go unconditional until some right is confirmed as transferable. Understandable in the big scheme of things, but unusual they didn't do it all at once. Those selling in now still won't get their money any earlier until Bapcor do declare themselves unconditional for the other.

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Looks like the market has spoken, and it's given the Board some egg on the face and made them look very foolish indeed.

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Dunno about that. The board got 30cps more for each share, when Bapcor made out their first offer was quite fair. If there's egg on the Hellaby board face, then there's humble pie for Bapcor as well.

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But the board still recommends against it even now, which the shareholders are laughing off as delusional. Like a good poker player, a Board needs to know when to hold em, and when to fold em. I suspect the big fold is coming imminently.

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The next lines in the song are:

'You never count your money, while you're sitting at the table,
There'll be time enough for counting, when the dealin's done.'

Seems to me that's what the Hellaby board are doing. I do agree they are odds on to cash in chips soon enough.

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I agree with anonymous above. These guys were always going to have to work together after a merger/acquisition, so Bapcor running to the media and trying to play the court of public opinion when they should have just attempted to mediate a fair takeover with HBY's board was not the wisest move in the playbook. Of course the first offer was going to be rejected and be widely panned, the company was in the middle of a turnaround - the last thing you do is throw your toys out of the cot at the first turn! Now they go into a relationship with negative views of each other from a long, drawn out process that didn't need to be so fraught with daggers from the get-go...

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Don't you worry - should the offer go unconditional, the Hellaby board isn't likely to stick around having discharged their most important duty to get the best price possible. Bapcor have paid a higher price - they get the prize. It would make more sense to recommend shareholders sell into the offer - Bapcor will oblige by keeping the offer alive for a couple more weeks to allow the acceptances to stream in. Bapcor should get to 90% if the board recommends shareholders accept.

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More than likely the best outcome at this juncture.

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