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THE privatisation of resources engineering firm Ausenco (ASX:AAX) is another step closer.
An independent panel has recommended shareholders accept Resource Capital Fund's takeover offer of 40 cents a share.
The proposed cash consideration represents an 18 per cent premium to the most recent closing price of 34 cents, or a 54 per cent premium against the share price of 26 cents when the offer was launched on April 29.
The Brisbane-based company established an independent board committee in response to the proposal, which intends to vote all Ausenco shares in favour of the scheme of arrangement.
Wealth management firm First Samuel, which owns 18.1 per cent, has also backed the scheme.
Substantial shareholders Ausenco CEO Zimi Meka, non-executive director Bob Thorpe and Hank Tuten and Spanish mining firm Duro Felguera will retain their equity.
Ausenco chairman George Lloyd says the independent board committee's decision was unanimous.
"The proposal is at a significant premium to market value and on terms which, given the circumstances that we face with the near-term maturity of our secured debt, we believe reflect fair value," Lloyd says.
"Ausenco operates in a dynamic and challenging market which would present ongoing uncertainties and risks to the company if it were to continue independent operation.
"In that context, the IBC believes that shareholder value will be maximised and Ausenco will be best positioned to succeed in the future through the proposed transaction."
Under the scheme, Ausenco's $61 million debt facility will be converted into 97 million shares.
RCF partner Peter Nicholson says the company looks forward to supporting Ausenco through its next stage of development.
"We believe our proposal provides Ausenco shareholders with certainty in a volatile and challenging market for mining services businesses, delivering a cash return at an attractive premium to recent prices," Nicholson says.
"RCF has been a long-term investor in Ausenco and we are of the view that a private structure is now more appropriate for the business in the current market."
Ausenco shareholders will have the opportunity to vote on the proposal in August.
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