Cleanaway has agreed to acquire Tox Free Solutions (Toxfree) for about $671 million.
Cleanaway is offering $3.425 for each Toxfree share and the integration of the business is expected to deliver about $35 million in annual synergies over a two-year period. Toxfree shareholders will be able to receive a 5c a share interim dividend.
To fund the acquisition, Cleanaway will launch a fully underwritten $590 million 1 for 3.65 pro rate accelerated entitlement offer and draw down debt from a new multi-tranche facility.
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In a statement, Toxfree board of directors reportedly unanimously recommended that shareholders vote in favour of the scheme, and will vote the shares they own or control in favour of it, in the absence of a superior proposal.
Cleanaway Chief Executive Officer Vic Bansal said acquiring Toxfree will consolidate Cleanaway’s position as Australia’s leading waste management company, balancing and re-weighing its integrated waste model.
“The acquisition will accelerate the implementation of our Footprint 2025 strategy by adding prized infrastructure assets across the country, as well as contributing an exciting new business in the form of a leading, vertically-integrated provider of healthcare waste management products and services, including collection, transport and treatment of sharps, clinical and related waste,” he said.
The scheme consideration values Toxfree’s fully diluted equity at approximately $671 million. The transaction will be subject to standard regulatory conditions, including Australian Competition and Consumer Commission approval. A scheme booklet, independent expert’s report, reasons for the directors’ recommendation and details of the scheme will be prepared and provided for review to the Australian Securities and Investments Commission for review, expected in February 2018.
Toxfree expects to update the market on an indicative timetable in January 2018.