Decmil Group Limited (ASX: DCG) has announced the signing of a binding Scheme Implementation Deed (SID) with Macmahon Holdings Limited (ASX: MAH).
Under the SID, Macmahon will acquire all fully paid ordinary shares in Decmil for a cash price of $0.30 per Decmil Share.
Additionally, Macmahon intends to acquire all Decmil redeemable convertible preference shares (Decmil RCPS) on the issue for the aggregate of $0.343 per Decmil RCPS.
The proposed acquisition will be conducted through separate, inter-conditional, contemporaneous schemes of arrangement.
Macmahon plans to operate Decmil as a wholly owned subsidiary and maintain Decmil’s branding, with the existing Macmahon civil business merging under this umbrella.
Decmil’s Board has unanimously recommended that Scheme Participants vote in favour of the Schemes, which are subject to various conditions including approval by the Scheme Participants at the Scheme Meetings expected to be held on 7 August 2024.
Decmil Chairman Andrew Barclay described the offer as providing “an attractive value for Decmil Shareholders and Decmil RCPS Holders,” noting the premium over Decmil’s current share and redeemable convertible preference share prices.
He noted the immediate value and accelerated value realisation offered by Macmahon’s all-cash offer.
The proposed Schemes represent a significant development in the ongoing transformation of Decmil and are expected to enhance the company’s position in the civil engineering sector.
The Scheme Booklet, containing detailed information on the Schemes, will be distributed to all Decmil Shareholders and Decmil RCPS Holders in due course.