News: DOW Downer EDI offers to acquire Spotless for A$1.15 per share

March 21 (Reuters) - Downer Edi Ltd (DOW)

• Downer equity raising to support takeover for Spotless
• Offer to acquire all of the issued share capital of Spotless not already owned by Downer by way of an offmarket takeover
• Offer for all cash consideration of $1.15 per share
• Downer has an interest equivalent to 19.99% in the issued share capital of Spotless
• Deal EPS accretive on a pro forma FY17 NPAT before amortisation basis
• "Combination of the two businesses is expected to deliver pre-tax cost synergies of approximately $20-$40 million per annum over time"
• "Board believes that this is an attractive offer to Spotless shareholders"
• No reduction to the FY17 earnings guidance provided by Spotless in February 2017 of net profit after tax (pre-exceptional items) of $80-$90 million
• Takeover offer will be funded through combination of proceeds from entitlement offer and committed debt facilities
• Entitlement offer is expected to raise approximately $1,011 million.
• Announces entitlement offer comprises a fully underwritten 2 for 5 accelerated pro rata renounceable entitlement offer