ASX-listed auto-parts company Bapcor is creeping closer to control of Hellaby Holdings, building a 47.5% stake according to its latest disclosure this morning.
Bapcor had 46% of Hellaby as of its previous disclosure on December 21. Under its takeover offer made in October, it wants to buy up to 90% of Hellaby at $3.60 per share, a threshold which would let it enforce mop-up provisions to take the company private.
Last week, Bapcor said it may waive the 90% condition, making its offer conditional on it getting acceptances for 50% of the voting rights, which it says it's confident of achieving, and its board will consider that option in early January.
As of the latest disclosure, it has conditional acceptances for a further 1.43 million shares, or about 1.5 %, based on the offer becoming unconditional. In its previous disclosure it had conditional acceptances for 3.75% of the shares.
Hellaby's board has advised shareholders not to accept the offer, which it says undervalues the company. Bapcor lifted its offer to $3.60 this month 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.
The Hellaby board has provided first-half guidance for profit of up to $39.5 million, which includes a one-off $30 million gain from the sale of its equipment group.
The company has promised a special dividend if the offer fails.
Bapcor's chief executive Darryl Abotomey said the guidance was disappointing, profit would be between $4 million and $5 million, compared with $4.7 million a year earlier, once one-off gains were excluded.
Hellaby shares last traded at $3.50, and have gained 19% this year, while ASX-listed Bapcor last traded at $A5.88, up 40% this year.
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