Seven Group Holdings (ASX: $SGH) takeover bid for Boral

Seven Group Holdings Limited (ASX: $SGH) has received a unanimous recommendation from Boral Limited's Bid Response Committee (BRC) for its off-market takeover bid. The BRC has recommended that Boral shareholders accept SGH's takeover offer or sell their Boral shares on-market. As a result, the Maximum Consideration of 0.1116 SGH Shares and $1.70 cash will now be paid to all Boral shareholders who accept the Offer. SGH also intends to declare a $0.30 per share fully-franked dividend to be paid to all existing and new SGH shareholders following completion of the SGH Offer. The Independent Expert has deemed the Offer reasonable, and SGH now holds an aggregate interest of 78.79% in Boral, including acceptances received under the Acceptance Facility.

Executive commentary on Boral takeover

SGH MD&CEO Ryan Stokes expressed, 'We welcome the change in recommendation from the Bid Response Committee and we are pleased to be able to offer Boral shareholders the Maximum Consideration under our Offer. Both new and existing SGH shareholders also stand to benefit from the 30 cent per share fully-franked dividend that SGH will pay following completion of SGH's Offer. Boral shareholders will continue to have exposure to the future growth of Boral's business within SGH, alongside the Group's suite of market-leading, industrial-focused businesses. SGH has a history of delivering outstanding shareholder returns incorporating capital growth and dividends, with a total shareholder return of 180% over the past five years.'

Summary of Boral takeover announcement

Seven Group Holdings (ASX: $SGH) has received a unanimous recommendation from Boral Limited's Bid Response Committee for its off-market takeover bid. The BRC has recommended that Boral shareholders accept SGH's takeover offer or sell their Boral shares on-market. The Maximum Consideration of 0.1116 SGH Shares and $1.70 cash will now be paid to all Boral shareholders who accept the Offer. SGH also intends to declare a $0.30 per share fully-franked dividend to be paid to all existing and new SGH shareholders following completion of the SGH Offer. The Independent Expert has deemed the Offer reasonable, and SGH now holds an aggregate interest of 78.79% in Boral, including acceptances received under the Acceptance Facility. Boral shareholders are encouraged to act now and accept the Offer as soon as Boral trades ex-dividend. The Offer period has been extended to 15 May 2024. If SGH acquires 100% of Boral, the Group's Adjusted Net Debt LTM Dec-23 EBITDA will remain below 2.5x, demonstrating the financial discipline by which this merger has been undertaken.