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Australia – Merger proposal unsolicited, conditional, and opportunistic, says Skilled Group

05 January 2015

Following reports that the company has been the subject of a merger proposal, recruitment firm Skilled Group has announced that Angus McKay will begin his new role as CEO and Managing Director two weeks earlier than anticipated, reports businessness.com.au.

Company Chairman Vickki McFadden said Mr McKay will start early so he can participate in a review of "the unsolicited, conditional and opportunistic" merger proposal; which was lodged by Programmed Maintenance Services, a staffing, maintenance, and project services company just before Christmas.

Mr McKay has previously acted as CFO for a number of international companies including the consumer products division of New Zealand Milk, brewing giant Foster’s, rail freight and ports operator Asciano and, more recently, as Group CFO for Pacific National Rail.

As previously reported, on 17 December Programmed proposed a cash and scrip merger of equals with Skilled Group, whereby both of the company's shareholders would equally own 50% of the merged group.

Under the terms of the deal, Skilled's shareholders would also receive an additional AUD 0.25 (USD 0.20) per Skilled share in cash, equalling a +21.3% premium on Skilled's share price of AUD 1.13 (USD 0.91) at the time of the proposal.

At AUD 1.38 (USD 1.12) per share, the deal would be valued at AUD 325.3 million (USD 263.1 million).

However, in a statement released on 29 December, Skilled advised that the deal was "opportunistically timed", and was based on a closing share price for the company, which was "well below medium and longer term volume weighted average prices".

In a statement released on the same day, Programmed Chairman Bruce Brook said that in the current market environment, merging the two companies was a logical move: "We have designed the proposal as a true merger of equals with a significant premium for Skilled shareholders so that each group of shareholders is able to share equally in more than AUD 20 million (USD 16.2 million) per annum of anticipated synergy benefits.”

"The merger would diversify both companies' existing businesses and result in an appropriate merged group capital structure," he added.

In the merger proposal, Programmed stated that the merged group would have a pro forma market capitalisation of about AUD 533 million (USD 431.1 million) and would increase its weighting on the stock market with a greater level of investor interest.

As a result of Mr McKay's early start, Michael McMahon will step down as Managing Director and CEO immediately. Mr McKay was previously expected to take over on 20 January 2015.

At the close of business today, shares in Skilled Group were trading +1.5% higher at AUD 1.72 (USD 1.39), however this represents a decrease of -42.8% compared with a year ago. Shares in Programmed closed down by -1.1% at AUD 2.62 (USD 2.12), a decrease of -16.8% compared with last year.