Altrad Australia Pty Ltd entered into a scheme implementation deed to acquire 98.1% stake in Valmik Limited (ASX:VMX) for AUD 51 million on July 17, 2021. The transaction will be carried out by way of a scheme of arrangement. Altrad Australia will acquire the shares at AUD 0.413 per share in cash.

Valmec's Managing Director, Steve Dropulich, will retain a small shareholding in Valmec of approximately 2% stake following implementation of the scheme. Altrad intends to fund the consideration from existing cash reserves. Valmec Limited will pay a break fee of AUD 0.52 million to Altrad Australia Pty Ltd. in the event of termination of the transaction.

Steve Dropulich, will continue as the Managing Director of Valmec Limited after completion of the transaction. Completion of the scheme remains subject to regulatory approvals, Valmec shareholders approvals, Australian court approval, an Independent Expert concluding that the scheme is in the best interests of Valmec shareholders and does not withdraw this conclusion prior to the delivery date, all holders of performance rights of Valmec Limited entering into cancellation deeds with Altrad Australia pursuant to which the holders agree to the cancellation of their performance rights, no counterparty to a loan facility demands or takes steps to demand, the early repayment if any loan facility or enforces or takes steps to enforce any security relating to any loan facility and all other conditions customary for a transaction of this nature. A meeting of shareholders will be held in in the week commencing October 11, 2021.

First court hearing will be held in the week commencing September 6, 2021 and the second court hearing will be held in week commencing October 18, 2021. As of September 1, 2021, the Second Court Hearing, expected to be held on October 6, 2021. The scheme is not subject to financing or any further due diligence.

Board of Directors of Valmec unanimously recommended the shareholders to vote in favour of the scheme in the absence of a superior offer and subject to an independent expert concluding that the scheme is in the best interests of shareholders. Valmec Board of Directors has agreed to vote in favour of the scheme. Altrad has received statements of intention from two additional Valmec shareholders representing 18.8% to vote in favour of the scheme in respect of Valmec shares they own and control.

The shareholders of Valmec Limited are advised that no action is necessary with regards to the scheme at this time. As on August 31, 2021, The Supreme Court of Western Australia has today made orders approving the dispatch of the Scheme Booklet. The transaction is expected to be implemented in the week commencing October 25, 2021.

As of October 1, 2021, shareholders of Valmec approved the transaction. As of October 6, 2021, the Supreme Court of Western Australia (“Court”) approved the scheme of arrangement and the transaction is expected to become effective on October 7, 2021, following which Valmec Limited will apply to ASX for Valmec shares to be suspended from trading on the ASX at the close of trade on October 7, 2021. Azure Capital Pty Ltd. acted as the financial advisor and Dentons US LLP acted as the legal advisor to Valmec.

Darren Martin and Tom Bethlehem of Longreach Capital Pty. Ltd. acted as the financial advisor and Simon Rear of Squire Patton Boggs acted as the legal advisor to Altrad.