BESIX: Takeover bid for Watpac Ltd with a long-term industrial strategy in Australia

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Please note that a joint announcement has been issued on 29 October 2018 by BESIX Group SA and Watpac Ltd. You can consult it here.

SUMMARY

BESIX Group launches an unconditional takeover offer for all outstanding shares of Australia-based construction company Watpac Limited:

  • Takeover bid of A$0.92 per share
  • Takeover bid in line with BESIX’s long-term industrial strategy in Australia
  • Watpac’s Independent Board Committee supports takeover bid

TAKEOVER BID FOLLOWING A LONG-TERM INDUSTRIAL STRATEGY IN AUSTRALIA

Brussels, 29 October 2018 – BESIX GROUP SA (“BESIX”) announces that its Board of Directors has approved to initiate an offer to purchase all shares of Watpac Limited (“Watpac”), an Australia-based construction and civil & mining services company listed on the Australian Securities Exchange (code WTP). BESIX already holds 28.11% of Watpac shares and has been on the Watpac share register since 2013.

Following completion of the proposed takeover, BESIX remains fully committed to support Watpac’s growth strategy. Through a closer alliance and increased ownership, BESIX will be in a better position to provide Watpac with a range of benefits including access to the engineering capabilities, technical expertise and financial and operational resources of BESIX’s global platform. BESIX recognises and values the significant quality and highly skilled people working at Watpac. With the additional day-to-day support of BESIX, both organizations will be able to achieve success together.

Rik Vandenberghe, CEO of BESIX, explains: “At this time, the rationale for the combination between Watpac and BESIX is a strong industrial project, and thus the decision has been made to take BESIX’s unconditional takeover bid directly to the shareholders. We look forward to bringing this process to a positive conclusion so that we can actively participate in Watpac’s continued growth for the benefit of clients, stakeholders and employees."

Through the proposed takeover bid, BESIX intends to purchase up to all the outstanding shares at an acquisition price of A$0.92 per share in cash, representing a cash consideration of approximately A$123m and a total enterprise value for Watpac of approximately A$149m. The takeover bid of A$0.92 in cash per share represents a premium of 38.8% on the weighted average share price over a period of 1 month preceding the publication of this announcement.

The bid is unanimously supported by Watpac's Independent Directors.

Commenting on the Offer, Watpac Chair, Peter Watson, said: “We believe this is an attractive outcome for Watpac shareholders as the bid represents a significant premium to Watpac’s share price and enhances the natural alignment of our two organisations. This is an exciting opportunity for Watpac, providing a phase of growth that builds on BESIX’s extensive international contracting experience and expertise. This transaction will reinforce our strategic direction and position us for long-term success.”

About Watpac

Watpac is an Australian construction, civil engineering works and mining services company listed on the Australian Stock Exchange. Founded 35 years ago, the company’s activities cover a wide range of projects across all main states of Australia. Watpac employs over 1,000 people in Brisbane, Sydney, Melbourne, Adelaide, Perth, Townsville and elsewhere throughout Australia. The company posted sales of approximately 750m EUR in 2017.

About BESIX

Based in Brussels, Belgium, BESIX operates in Europe, the Middle East, Oceania, Africa and Asia and employs over 14,000 people throughout the world. Since first going into action in 1909, BESIX has over the years grown into a multidisciplinary group with a leading position in its markets: construction, property development and concessions. BESIX Contracting specializes in construction, infrastructure and marine works, often in contracts with a high level of complexity. Its achievements in this area include some of the most iconic construction works of recent decades, among them the Burj Khalifa in Dubai, the tallest tower in the world.

BESIX has already been present in Australia since 2011, primarily active in marine works. In 2011, Bechtel – as main contractor for Chevron – awarded BESIX the EPC contract for a breakwater and wharves for the marine offloading facility at the Wheatstone LNG Project in the northern part of Western Australia. The total project value was c. 250m EUR and the works were successfully completed by the end of 2015. In 2017, Fortescue Metals Group awarded BESIX the Design & Build contract for the new tug infrastructure at Port Hedland, also in Western Australia. The project is currently ongoing and valued at approximately 20m EUR.

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