[SYDNEY] Australian risk compliance services firm SAI Global is backing a A$1 billion (S$1.04 billion) takeover from Hong Kong-based Baring Asia Private Equity, two years after KKR & Co LP and a domestic buyout firm scrapped a higher offer.
SAI said in a statement on Monday its directors would vote unanimously in favour of the Baring's A$4.75 per share all-cash offer - a one-third premium to its last closing share price of A$3.59. It recommended shareholders do the same in its statement, jointly issued with Baring.
"Baring Asia's proposal is compelling and represents a significant premium to SAI's share price," SAI Chairman Andrew Dutton said in the statement.
SAI shares jumped 31 per cent to A$4.72 when trading resumed after a halt earlier on Monday - just below the offer price - in a sign shareholders expect the deal to proceed. It was their biggest one-day jump since listing, and their highest intraday level in two years.
The target company's acceptance of an offer below the A$1.1 billion proposed by KKR and top Australian buyout firm Pacific Equity Partners (PEP) in 2014 comes as the Sydney-listed company struggled to convince investors it can flourish as a standalone listed company.
The shares had fallen by a fifth since KKR-PEP walked away from takeover talks amid media reports that the suitors were concerned about lack of visibility about future SAI contracts which were still under negotiation.
In August, SAI reported record annual net profit, but the result still failed to boost the stock because it largely reflected the benefits of foreign exchange movements and the absence of one-off restructuring costs booked the previous year.
On Monday, SAI's Dutton said Baring's offer gives shareholders "certainty of value and the opportunity to realise their investment in full for cash". The deal would have limited impact on SAI's continuing operations, he added.
Baring founding partner and Chief Executive Officer Jean Eric Salata said in the statement that Baring plans to grow SAI's presence globally.
The companies said they will ask SAI shareholders to vote on the deal in December and that they expect it to be completed by the end of 2016.
Credit Suisse was SAI's adviser on the deal, while Baring was advised by Goldman Sachs and UBS.