Overall only time will tell but my short term view is that this is a good deal for IDX holders and at best just ok for CAJ holders. CAJ shareholders will need to be patient to be rewarded. Here is my reasoning;
* CAJ is paying a huge premium (my view) based on future growth expectations (ie FY18 EBITDA - lets hope their crystal ball is better than everyone else. Ultimately it will either be better or worse than forecast - IDX shareholders are being paid upfront - 11x FY 18 earnings - I'd be happy to bank the "crystal ball earnings" as well !)
*IDX shareholders will end up with ~55% of the merged Co or another way to put it is CAJ shareholders are being diluted by 55% and will own the balance. Some would call this a reverse takeover.
CAJ is using scrip which is not a bad thing but does that mean the IDX new shareholders (of ~1Bn shares) may prefer to take the money (by selling merged Co scrip once it starts trading ?
*IDX shareholders get ~$52.2m cash upfront and CAJ gets gross debt ~$109m or net debt ~$70m once merged Co happens if it does
*Back of the envelope I see the Cash position being along the lines of : CAJ ~$95m (today) -$50m debt repayment -$52.2m cash paid to IDX + ~23.5m EBITDA for CAJ -$8m transaction costs - $5m of interests costs (100m@5% assumed) = $3.3m left over. This is very simplistic and misses things like IDX EBITDA - but that depends on when the transaction closes (assuming it does) - my point is that cash could be tight and therefore a divi may be deferred for the time being.
The positives for Merged Co - scale, diversification of locations, synergies etc are good but a big premium is being paid.
The negatives for mind - debt increases, dilution is horrible, numbers all based on forecast earnings, unsolicited takeover can take time and money.
As I said only time will tell how this all plays out.......
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Price($) | Vol. | No. |
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