MMA Offshore Limited (“MMA") has entered into a binding Scheme Implementation Deed (“SID”) with Cyan MMA Holdings Pty Limited ACN 675 840 196 (“Cyan”) for Cyan's proposed acquisition of 100% of the shares in MMA via a scheme of arrangement between MMA and its shareholders (“Scheme”).
Cyan is a subsidiary of Cyan Renewables, which is an offshore vessel portfolio company of Seraya Partners, an infrastructure fund focused on energy transition and digital infrastructure.
If the Scheme is implemented, each MMA shareholder on the Scheme Record Date will receive a cash amount of A$2.60 per MMA share (“Scheme Consideration”).
The Scheme Consideration values MMA equity on a fully diluted basis at approximately A$1.03 billion and represents:
- an 11% premium to the closing share price of A$2.35 per MMA share on 22 March 2024;
- a 20% premium to the 30-day VWAP of A$2.16 per MMA share on 22 March 2024;
- a 31% premium to the 90-day VWAP of A$1.98 per MMA share on 22 March 2024;
- a 91% premium to the Company’s net tangible assets at 31 December 2023; and
- a 7.7x multiple on annualised H1 FY2024 EBITDA.
Cyan intends to retain MMA’s workforce and to utilise and grow MMA’s expertise, assets and operating model to expand further into offshore wind support services while continuing to provide a comprehensive suite of marine and subsea services to its existing clients in the offshore energy and wider maritime industries.
The MMA Board unanimously recommends that MMA shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal and subject to the independent expert concluding in its Independent Expert’s Report (and continuing to conclude) that the Scheme is in the best interests of MMA shareholders. Each MMA Director intends to vote all of the MMA shares that he or she holds or controls in favour of the Scheme, subject to those same qualifications.
Commenting on the Scheme, MMA Chairman Ian Macliver, said:
“There has been increased interest in MMA as our strategy to diversify our operations and deleverage the business, together with our improved earnings, has seen the share price rise more than 80% over the past 5 months.
We have been in discussions with Cyan since October 2023 and the Board has now reached the required level of confidence to enter into the Scheme Implementation Deed.
We believe Cyan’s offer provides compelling value for MMA today, representing a 31% premium to the 90- day volume weighted average share price, a 91% premium to the Company’s net tangible asset value and a 7.7x earnings multiple based on annualised first half FY24 EBITDA. The MMA Board believes that the Scheme is in the best interests of shareholders, providing certainty in the form of a cash payment to shareholders while removing the risks associated with operating in a cyclical industry.
Cyan intends to retain MMA’s workforce, clients, sites and contracts and to invest capital in growing the business. MMA provides Cyan with exposure to Asia and, importantly, Australia as Cyan pursues equity investment to create a leading global energy transition-focused offshore marine business.”
MMA Board recommendation and intention
The Directors of MMA unanimously recommend that MMA shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of MMA shareholders.
The reasons for the Directors’ recommendation include:
- the Scheme Consideration of A$2.60 per MMA share represents a premium to the recent trading price of MMA shares, which has already increased significantly over the last twelve months;
- if the Scheme is implemented, MMA shareholders will receive a certain cash price for their investment in MMA, while removing the risks associated with operating in a cyclical industry;
- MMA shareholders will not incur any brokerage fees on the transfer of their MMA shares if the Scheme proceeds; and
- the Board of MMA retains a fiduciary right to consider any competing proposal.
The Directors of MMA also intend to vote, or cause to be voted, all MMA shares they hold or control in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal and subject to the independent expert concluding in the Independent Expert’s Report (and continuing to conclude) that the Scheme is in the best interests of MMA shareholders.
Conditions of the Scheme
A copy of the SID is annexed to this announcement.
MMA will engage an independent expert to prepare a report to opine on whether the Scheme is in the best interests of MMA shareholders ("Independent Expert's Report").
The Scheme is subject to various customary conditions precedent, including:
- approval by MMA shareholders at the upcoming Scheme meeting (“Scheme Meeting”);
- approval of the Federal Court of Australia (“Court”);
- approval of the Australian Foreign Investment Review Board;
- no Material Adverse Event;
- no Prescribed Occurrences;
- the independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of MMA shareholders; and
- another customary condition regarding there being no restraining orders, as detailed in the attached SID.
The Scheme is not subject to any financing conditions. The SID contains customary exclusivity obligations, including “no shop”, “no talk”, "no due diligence" (the latter two subject to a customary fiduciary exception), notification obligations and a matching right in favour of Cyan in respect of any superior proposal received by MMA. The SID also details certain termination rights and circumstances under which MMA may be required to pay Cyan a break fee of A$10,259,449, in addition to circumstances where Cyan may be required to pay MMA a reverse break fee of that same amount.
The Company currently has 15,572,579 Performance Rights on issue (including rights held by MMA’s Managing Director). Pursuant to the Scheme the MMA Board will make a determination of the number of unvested Performance Rights that will vest and become capable of exercise, if the Court orders the Scheme meeting to be held.
Further details of the conditions of the Scheme and other agreed terms are set out in the SID, as annexed to this announcement.
Timetable and next steps
MMA shareholders will have an opportunity to vote on the Scheme at the Scheme Meeting, which is anticipated to be held in late June to mid July 2024.
A Scheme Booklet containing important information concerning the Scheme and Scheme Meeting, including the reasons for the unanimous recommendation of MMA Directors, and the Independent Expert’s Report, is expected to be sent to MMA shareholders in late May to early June 2024.
For the Scheme to proceed, in addition to satisfying the other conditions precedent (or them being waived, to the extent permitted by the SID) the Scheme must be approved at the Scheme Meeting by at least 75% of all votes cast by MMA shareholders and (unless waived by the Court) a majority by number of all MMA shareholders present and voting (in person or by proxy) at the Scheme Meeting.
