Tilt Renewables Limited
Transaction Type: Takeover (Full)
Offeror: Infratil 2018 Limited, Mercury New Zealand Limited
Independent Adviser(s): Northington Partners Limited (Rule 21), Simmons Corporate Finance (Rule 22)
Offer commencement date: 3/09/2018
Offer closing date: 30/11/2018
In August 2018, Infratil 2018 Limited and Mercury New Zealand Limited (Mercury) formed an unincorporated joint venture (the Tilt JV) to make a full takeover offer to Tilt Renewables Limited (Tilt), an Australasian electricity generation company with a dual listing on the NZX and ASX.
At the time, Infratil Limited (Infratil), the parent company of Infratil 2018 Limited, controlled 51.04% (held through three subsidiaries) in Tilt, and Mercury controlled 26.08% (of which 19.99% was held by Mercury, and the remainder held by TECT Holdings Limited (TECT), over which TECT had granted Mercury an option.
On 15 August 2018, the Tilt JV gave notice of its intention to make a full takeover offer at the cash price of $2.30 per share for all of the equity securities in Tilt that they did not already jointly hold or control (the Offer).
On 3 September 2018, the Tilt JV sent their Offer to Tilt shareholders. The Offer went unconditional on 6 September 2018.
On 17 September 2018, Tilt released a target company statement in response to the Offer, in which the independent directors recommended that shareholders reject the Offer.
The closing date for the Offer was extended from 15 October 2018 to 30 November 2018. At the close of the Offer, the level of acceptances reached 85.33% of the fully paid ordinary shares in Tilt, with no acceptances received for any performance rights. The Tilt JV terminated at the close of the Offer with Infratil controlling 65.34%, and Mercury holding 19.99%.
Northington Partners prepared the rule 21 report on the merits of the Offer, and Simmons Corporate Finance prepared the rule 22 report on fairness between the interest classes.
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