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Image: Canva, CIMIC.
  • Offer was originally made in late February
  • Was for $22 per share in CIMIC
  • Independent expert estimated market value of CIM shares to be between $19.26 and $25.05

This morning, CIMIC (ASX: CIM) announced that the independent board committee unanimously recommended shareholders accept the HOCHTIEF offer in the absence of a superior proposal.

It is subject to the independent expert continuing to conclude that the offer is fair and reasonable to CIMIC shareholders.

Some context

On 24 February 2022, CIMIC responded to the announcement made by majority shareholder HOCHTIEF Australia Holdings Limited, that HOCHTIEF intended to make an off-market takeover offer.

The offer was an unconditional and final cash offer of $22 per share for all of the ordinary shares in CIMIC in which HOCHTIEF did not already have a relevant interest in.

CIMIC appointed an independent board committee consisting of its current independent directors Russell Chenu and Kate Spargo, to evaluate and respond to the takeover bid.

The independent board appointed Gilbert + Tobin as legal adviser and Oaktower Paternship as financial adviser.

On 16 March CIMIC provided an update, announcing that the independent board committee appointed Grant Thornton Corporate Finance as independent expert to prepare a report that will be attached to the Target statement.

Today

CIMIC has released its target’s statement in response to the off-market takeover offer by HOCHTIEF.

The independent expert has concluded that the offer is fair and reasonable to CIMIC shareholders other than HOCHTIEF Australia.

The independent expert also assessed the estimated market value of CIMIC shares on a controlling and 100% basis to be in the range of $19.26 and $25.05 per CIMIC shrae.

The independent board committee has unanimously recommended that CIMIC shareholders accept the offer in the absence of a superior proposal and subject to the independent expert continuing to conclude that the offer is fair and reasonable to CIMIC shareholders.

It was also noted in the announcement that each independent board committee member intended to accept the offer.

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