ASX-listed autoparts company Bapcor is creeping closer to control of Hellaby Holdings, building a 47.5% stake according to its latest disclosure yesterday. Bapcor had 46% of Hellaby as of its previous disclosure on December 21. Under its October takeover offer, it wants to buy up to 90% of Hellaby at $3.60 per share, a threshold which would let it enforce mop-up provisions to take the company private.
Last week, Bapcor said it might waive the 90% condition, making its offer conditional on it getting acceptances for 50% of the voting rights, which it says it is confident of achieving. Its board will consider that option in early January. As of the latest disclosure, it has conditional acceptances for a further 1.43million shares, or about 1.5%, based on the offer becoming unconditional. In its previous disclosure it had conditional acceptances for 3.75%.
Hellaby’s board has advised shareholders not to accept the offer, which it says undervalues the company. Bapcor lifted its offer to $3.60 this month from the initial $3.30 bid, but said it would not increase the price further despite Hellaby’s directors seeking an additional 18c per share dividend.
The Hellaby board has provided first-half guidance for profit of up to $39.5million, which includes a one-off $30million gain from the sale of its equipment group. The company has promised a special dividend if the offer fails. Bapcor chief executive Darryl Abotomey said the guidance was disappointing. He said profit would be between $4million and $5million, compared with $4.7million a year earlier, once one-off gains were excluded.Hellaby shares last traded at $3.50 while Bapcor last traded at $A5.88, up 40% this year.
