Affordable accommodation provider Aspen Group this morning lodged a new increased offer to buy Eureka Group, the Brisbane-based owner and operator of 52 seniors rental villages, with more than 2,800 units owned or managed across Australia.
Aspen offered 0.28 of its own shares for every Eureka share, in a best-and-final bid that has no minimum acceptance conditions and runs until 28 May. It’s an increase from the 0.26 ratio it offered earlier, which has been rejected by the board and the Eureka-appointed independent expert.
The original offer by Aspen, which provides affordable accommodation in residential communities, retirement villages and holiday parks, has seen its shareholding in Eureka increase to 35.5%, the largest single shareholder in the over-55s rental operator.
Aspen needs a 90% threshold to compulsorily acquire all other Eureka shares not held by Aspen. Scrip-for-scrip rollover relief is only available if Aspen becomes the owner of at least 80% of all Eureka shares.
Filetron, the investment vehicle for FDC Construction Group owner Ben Cottle, has publicly stated on at least two occasions that it will not sell to Aspen. It now holds 19.68% of Eureka shares.
"In the event Filetron does not accept the Aspen offer, then Aspen will be unable to achieve the 90% threshold to compulsory acquire all Eureka shares during the offer period," said Sandy Mak, partner, Corrs Chambers Westgarth, acting for Aspen.
"If Eureka's Directors, who Aspen understands owns or control 2.3% of Eureka shares also fail to accept the offer, then Aspen will not reach the 80% threshold requirement, and scrip-for-scrip rollover relief will not be available to Eureka shareholders who accept the Aspen offer.
"In such circumstances, Aspen will remain a significant shareholder on Eureka's register."
