TPC Consolidated Limited (ASX:TPC) (“TPC” or “Company”) announces that it has entered into a binding Scheme Implementation Agreement (“SIA”) with a subsidiary of Beijing Energy International (Australia) Holding Pty Ltd (“BJEI Australia”), Wollar Solar Holding Pty Ltd (“WSH”), under which WSH proposes to acquire all of the issued shares in TPC by way of a scheme of arrangement (“Scheme”).
Highlights:
TPC shareholders would receive:
• cash consideration of $8.77 per TPC share
• The Initial Consideration implies an equity value of approximately $100 million.
• The TPC Board unanimously recommends that TPC shareholders vote in favour of the Scheme, in the absence of a Superior Proposal7 and subject to an Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of TPC shareholders. Subject to those same qualifications, each TPC director has confirmed that it intends to vote all of the TPC shares held or controlled by them in favour of the Scheme
Commentary
TPC Chairman, Mr Greg McCann said “The TPC Board has unanimously concluded that the Scheme is in the best interests of the Company’s shareholders. It came to this view after a detailed examination of the Scheme and the likely scenarios it presented to TPC and its stakeholders. The Board considered a range of factors, including a number of different valuation scenarios, potential risks relating to the future execution of TPC’s business growth plan, and the price at which TPC shares could trade over the medium- to longer-term if it continues as an ASX-listed company. In the wake of this vigorous analysis, the entire TPC Board recommends that TPC shareholders vote in favour of the Scheme, subject to the various customary conditions. While the TPC Board has confidence in the long-term fundamentals of the Company, the Scheme provides certainty for its shareholders.”