SYDNEY, AUSTRALIA: Ampol Limited has executed a binding Scheme Implementation Agreement to acquire 100% of Z Energy for a cash offer price of NZ$3.78 per share representing acquisition enterprise value of NZ$2.8 billion.
Z Energy is the market leader in New Zealand with 40% share of New Zealand fuel sales and a similar business model to Ampol Limited. the transaction will create the #1 Trans-Tasman fuel player with ~2,400 fuel sites and ~23.5 BL of fuel sales annually.
Additionally, Z Energy will pay an interim dividend amount of NZ 5 cents per share with respect to the half year ending 30 September 2021, being the period prior to signing the SIA, with no adjustment to the purchase price. Other than that dividend amount, any other dividends will reduce the Offer Price by the equivalent amount per share.
Consistent with the original terms, Ampol’s offer includes an adjustment mechanism whereby Ampol will pay an additional cash amount of NZ 0.055 cents per share per day for each day the transaction extends beyond 31 March 2022, up to a limit of NZ 10 cents per share.
The transaction is unanimously recommended by Z Energy’s Board of Directors, with typical fiduciary exceptions.
The proposed acquisition is subject to a Z Energy shareholder and regulatory approval (including NZCC and OIO). This includes a commitment to divest Gull within a prescribed period. Completion is targeted in the first half of 2022.
Z Energy is the market leader with a trusted, iconic brand. Z Energy sells approximately 40% of all fuel volumes across New Zealand through Z Energy and Caltex stores.
The acquisition of Z Energy enhances Ampol’s core business, expands the international portfolio and provides a stronger platform for Ampol to evolve the future energy offer for its customers.
Proposed Z Energy acquisition would materially increase the size of the short Trading & Shipping supply which would lead to additional opportunities to leverage Ampol’s ‘physical backed’ system, generating incremental earnings from a very large international opportunity set.
The scale and reach of the combined entity will create a new and larger platform to navigate the energy transition in both Australia and New Zealand from a position of strength. Existing infrastructure and assets can be repurposed to deliver low emissions solutions.
Ampol intends to fund the transaction largely using debt, whilst maintaining its strong Baa1 investment grade credit rating.
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11 Oct, 4:10 pm GMT+11 ·Disclaimer