Hunter Hall’s directors will unanimously recommend its shareholders vote in favour of the proposed merger with Pengana Capital Holdings at the upcoming general meeting to be held on June 1.
Under the proposed merger, Hunter Hall would acquire all of the shares in Pengana, and shareholders of Pengana would be issued new shares in Hunter Hall as consideration.
Following this, Hunter Hall would issue 120.21 new Hunter Hall shares for each Pengana share on issue as at the completion date. As a result, Pengana shareholders would be expected to hold 73.1 per cent of the merged group and existing Hunter Hall shareholders would hold 26.9 per cent of the much larger merger group.
According to independent expert, Leadenhall Corporate Advisory Pty Limited, the fair market value of Hunter Hall shares upon completion of the proposed merger would be $3 to $3.5 per Hunter Hall share. The estimate also said that the mid-point of the valuation range would represent a 29 premium to the last close price of Hunter Hall shares on May 1.
Also, subject to shareholder approval at the general meeting, the merged group would be re-named and listed on the Australian Securities Exchange (ASX) as Pengana Capital Group Limited.
Hunter Hall’s board expected a number of benefits arising from the merger would include:
- Benefits for Hunter Hall investors through the enhanced experience and expertise of the broader team
- Historical growth in funds under management (FUM)
- More diversified investment offerings
- Enhanced investment support infrastructure and distribution capabilities
- Significant cist and revenue synergy potential, and
- An aligned and experienced board and management team
Hunter Hall’s chairman, Kevin Eley, said: “Our recent months the HHL board has worked intensely to consider a wide range of proposals and options for the future of this business including the introduction of a new major shareholder in Washington Soul Pattinson & Company Limited (WHSP), two take-over proposals and other potential merger and growth initiatives but the proposed merger with Pengana is the stand-out opportunity for our shareholders.”
“As a result of all this work, the HHL board is very confident that putting these two great businesses together will deliver a much stronger and rewarding future for our shareholders.”
