AUCKLAND: Manawa Energy Limited shareholders are set to decide on a proposed acquisition by Contact Energy Limited at a special meeting scheduled for June 18, 2025. The deal, structured as a Scheme of Arrangement, offers shareholders $1.12 per share in cash plus 0.5830 new Contact shares for each Manawa share held.
Key Details of the Proposal
- Total Implied Value: Based on Contact’s five-day volume-weighted average price (VWAP) as of April 30, 2025, the total consideration is valued at $6.37 per Manawa share, representing a premium of 59% to Manawa’s closing price before the announcement.
- Directors’ Recommendation: Manawa’s board unanimously supports the scheme, citing the premium valuation and strategic benefits of combining the two companies. The independent adviser, Grant Samuel, values Manawa shares between $5.35 and $6.17, below the implied offer price.
- Shareholder Approval Required: The scheme needs 75% approval from voting shareholders and more than 50% of all issued shares. Manawa’s two largest shareholders, Infratil (51.1%) and TECT (26.8%), have already agreed to vote in favor under voting agreements with Contact.
Meeting Logistics
- Date and Time: June 18, 2025, at 11:00 a.m. (New Zealand time).
- Location: Virtual meeting via https://meetnow.global/nz or in person at Trinity Wharf Tauranga, 51 Dive Crescent, Tauranga.
- Voting Deadline: Proxy forms must be submitted by 11:00 a.m. on June 16, 2025.
Strategic Rationale
The merger aims to create a diversified energy portfolio with complementary hydro and geothermal assets. Contact estimates annual synergies of $33–$48 million, including cost savings and operational benefits. Post-merger, Manawa shareholders would own approximately 18.5% of Contact.
Risks and Considerations
- Market Volatility: The value of Contact shares received may fluctuate post-implementation.
- Integration Challenges: Combining operations could face unforeseen costs or disruptions.
- Regulatory Approvals: The Commerce Commission has already cleared the deal, but court approval is still pending.
If approved, the scheme is expected to close on July 11, 2025, with Manawa shares delisted thereafter. Shareholders are encouraged to review the full Scheme Booklet and seek independent advice before voting.