China's Zhejiang Rifa makes full takeover offer for Airwork Holdings
Rifa Jair Company, a unit of Zhejiang Rifa Holding Group Co, intends to make a full takeover offer for all fully paid ordinary shares of Airwork Holdings that it does not already own at a 21 percent premium to yesterday's closing price.
It currently has a 75 percent stake in the Auckland-based aircraft services business after a $5.40 per share partial offer went unconditional earlier this year. According to the offer documents, it will offer the remaining shareholders $5.20 per share. It has entered a lockup agreement with a number of shareholders lifting its stake to 90.3 percent, above the 90 percent threshold needed to enforce mandatory mop-up provisions. The stock closed yesterday at $4.30 and jumped 17 percent to $5.01 at today's open.
Rifa plans to delist Airwork from the NZX main board if it reaches sufficient acceptances to trigger the compulsory acquisition provisions. The offer is conditional on obtaining the required approvals, consents or orders necessary from the Administrative Committee of the Shanghai Pilot Free Trade Zone as well as from the People's Bank of China or the State Administration of Foreign Exchange of the People's Republic of China for Rifa to complete the acquisition in accordance with the offer.
A takeover committee, comprised of independent director Martin Gray, has been formed to consider the company's response to any takeover notice and ensuing takeover offer. The takeover committee advises all shareholders to take no action, pending further guidance from the takeover committee.
While it intends to delist, the company will remain in New Zealand. "I can confirm that there are no intended changes to Airwork's Board, management team or for staff, and that the company's headquarters will remain based in Auckland, New Zealand," said Zhejiang Rifa Holding Group chairman Jie Wu in a letter to shareholders.