Waste specialist BINGO has entered into a Scheme Implementation Deed with Macquarie Infrastructure and Real Assets and its managed funds (MIRA) to acquire 100 per cent of the share capital of BINGO by way of Scheme of Arrangement.
Under the terms of the Scheme, BINGO shareholders will have the option to receive either $3.45 cash per BINGO share, or a mixed cash and unlisted scrip alternative.
BINGO’s Board intends to declare a fully franked special dividend of up to $0.117 per BINGO share prior to implementation of the Scheme, which would enable shareholders to receive additional benefits from franking credits of up to $0.05 per BINGO share.
The cash consideration represents a 33 per cent premium to the BINGO one-month volume weighted average price up to and including 18 January 2021 and an acquisition multiple of 19.5x LTM Dec 20 EBITDA.
The takeover is subject to certain conditions, which must be satisfied or waived before the Scheme can be implemented
“The IBC is pleased to have reached unanimous agreement with MIRA on this proposal. The IBC has concluded that the Scheme is in the best interests of BINGO’s shareholders,” BINGO IBC chair Elizabeth Crouch said. “The IBC has explored a number of alternatives, including standalone value creation opportunities and alternative bidder interest. After considering future opportunities for the business, along with economic, regulatory and execution risks, the IBC has unanimously concluded that the Scheme is a compelling option which realises attractive value for our shareholders.”
“We believe the proposal we have developed in collaboration with BINGO will deliver real value for BINGO’s shareholders. The proposal recognises BINGO’s achievements and position in the marketplace, with a strong asset base and highly capable management team,” Frank Kwok, Head of MIRA Asia-Pacific, said. “With MIRA’s significant experience investing in and operating recycling and waste management businesses around the world, we look forward to bringing our expertise to support the team in delivering BINGO’s next phase of growth.”