Hansen receives non-binding conditional proposal from BGH Capital at $6.50 per share
Hansen receives non-binding conditional proposal from BGH
Capital at $6.50 per share
Hansen Technologies Limited (ASX:HSN) (“Hansen”) announces that it has received an unsolicited,
preliminary, conditional and non-binding proposal from BGH Capital Pty Ltd (“BGH Capital”) to acquire 100%
of the outstanding shares in Hansen by way of a scheme of arrangement for a price of $6.50 cash per Hansen
The Proposal values Hansen at an enterprise value of $1.3 billion and represents a:
• 33% premium to the $4.88 VWAP for the six months prior to Friday, 4 June 2021; and
• 25% premium to the $5.18 closing price at the end of trading on Friday, 4 June 2021.
The cash consideration price will be reduced by the value of any dividends or other distributions declared,
proposed or paid after date of the offer letter. The price also assumes that Hansen achieves its FY21 earnings
Key conditions to the Proposal are set out in Appendix A.
Intention to recommend
The Board has considered the Proposal having regard to the prospects for the Company and in the context of
maximising value for Hansen shareholders. It has determined that progressing the Proposal is in the interests
of all shareholders.
The Directors of Hansen, other than Andrew Hansen as discussed below, intend to unanimously recommend
the Proposal to shareholders (at the offer price of $6.50 cash per Hansen share), subject to the parties
entering into a binding scheme implementation deed (“SID”) on terms consistent with the Proposal following
completion of BGH Capital’s due diligence. The intended recommendation is also subject to no superior offer
being received and an independent expert concluding (and continuing to conclude) that the Proposal is in the
best interests of Hansen shareholders.
Arrangements with Andrew Hansen
Hansen’s Managing Director and CEO, Andrew Hansen, has agreed to work together exclusively with BGH
Capital to seek to implement the Proposal pursuant to a co-operation agreement. As part of that co-operation
agreement, Andrew Hansen has agreed to procure that with respect to Hansen shares that he owns or
controls, those shares will be voted in favour of any scheme of arrangement to effect the Proposal, and will not
be voted in favour of (and will be voted against) any competing proposal during an exclusivity period.
Andrew Hansen is a director of Othonna Pty Limited which acts as the trustee of the Hansen Property Trust, a
substantial shareholder of Hansen. Andrew Hansen has agreed to use his best endeavours (including by
exercising all votes in his capacity as a director of Othonna and a beneficiary of the Hansen Property Trust) to
promptly procure that Othonna, in respect of all Hansen securities in which it has an interest in, to provide the
undertakings that Andrew Hansen has provided to BGH Capital under the co-operation agreement.
It is proposed that interests associated with Andrew Hansen and the Hansen Property Trust (subject to
Andrew Hansen obtaining Hansen Property Trust’s agreement as contemplated under the co-operation
agreement) will receive some or all of their consideration in the form of shares in the ultimate holding company
of the acquiring entity under the scheme. As a result, those interests will likely vote in a separate class at the
As a result of Andrew Hansen entering into the co-operation agreement, the Hansen Board is putting in place
formal protocols in relation to Andrew Hansen’s access to information and employees, and attendance at
Board meetings in relation to the Proposal.
Process, Exclusivity and Confidentiality Arrangements
Hansen and BGH Capital have executed a Process and Exclusivity Deed which will govern the process under
which BGH Capital will undertake due diligence and the parties will work towards agreeing and executing a
binding SID. In addition, the parties will enter into a separate Confidentiality Agreement to provide appropriate
A period of exclusive due diligence access has been granted, which is to commence on the date of the
Process and Exclusivity Deed and will run for a period of six weeks following provision of due diligence
materials ("Exclusivity Period").
The exclusivity provisions that will apply during the Exclusivity Period include customary "no shop", “no talk”,
"no due diligence" and notification protections to match any Competing Proposal.
A copy of the Process and Exclusivity Deed is attached in Appendix B. Investors should refer to that
document for a detailed understanding of the agreed arrangements.
Hansen will continue to keep the market informed of any material developments in accordance with its
continuous disclosure requirements. There is no certainty that the Proposal will result in a transaction being
put forward to shareholders for consideration and shareholders do not need to take any action in relation to
the Proposal at this time.
Hansen has appointed GrilloHiggins Lawyers as its legal adviser, and is finalising the appointment of a
corporate adviser, in relation to the Proposal.
This announcement has been authorised for release by the Hansen Board
courtesy of Bell Direct
i hold HSN ( 'free-carried' )
i bought in February 2013 @ 83c
but how is the concept of 'investing' when the board is ready to jump ship at the first offer ??