Bapcor and Hellaby have both released statements to shareholders, making claims and counterclaims over an independent advisers’ report by Grant Samuel, which valued Hellaby’s head office costs at $6.6million.
Bapcor is offering $3.30 a share, whereas the Grant Samuel report valued Hellaby at between $3.60 to $4.12 a share — the extreme end being almost 25% more than Bapcor’s offer.
ASX-listed, Victoria-based Bapcor started its takeover play with "locked in" agreements with three Hellaby shareholders to sell their total 29.84% stake. Although the offer is for a full 100% takeover, Bapcor has indicated it could waive that condition if it gained a more than 50% controlling stake.
From the outset of the hostile offer, analysts had queried whether the premium being offered by Bapcor was enough to entice shareholders to sell.
Bapcor’s chairman Darryl Abotomey said the Grant Samuel assessment was "wrong for two fundamental reasons" in not including the $6.6million office costs.
"As these costs will continue to be incurred by Hellaby under its current structure ... those costs should have been reflected in the valuation of your Hellaby shares," he wrote to shareholders.
Secondly, by applying an appropriate multiple consistent with the $6.6 million valuation, that would have seen Grant Samuel’s valuation range reduced to $3.18 to $3.64, leaving Bapcor’s $3.30 "well within" that range, Mr Abotomey said.
However, chairman of Hellaby’s independent directors, Steve Smith, responded to shareholders yesterday, saying Bapcor "continues to attempt to discredit" the Grant Samuel report, saying Bapcor’s offer "materially undervalues" Hellaby.
"Bapcor is not gaining traction with its offer. As at the date of writing this letter, it has only received 123,901 shares, or 0.1% more in additional acceptances, over the original [29.84%] acceptances it started with five weeks ago," Mr Smith said.
He reiterated to shareholders that they should seek professional advice, but otherwise reject and "simply ignore" Bapcor’s offer document.
