SYDNEY, AUSTRALIA: Macmahon Holdings Limited (ASX: MAH) has signed a scheme implementation deed to acquire all ordinary shares of Decmil Group Limited (ASX: DCG) for $0.30 per share.

This offer represents a substantial premium of 76.5% over Decmil’s most recent closing price and an 81.8% increase over the 30-day volume-weighted average price (VWAP).

The acquisition plan also extends to Decmil’s redeemable convertible preference shares (RCPS), with an offer of $0.343 per RCPS, arranged through a separate but concurrent scheme.

The Decmil Group board has unanimously recommended that shareholders support the schemes, with directors and shareholders who control 27.8% of Decmil’s ordinary shares and 40.1% of its RCPS already signaling their intention to vote in favor.

Subject to the approval of the scheme participants and the fulfillment of all conditions, the transaction is anticipated to be completed by the end of August 2024.

Decmil Chairman Andrew Barclay expressed his support for the proposed schemes, highlighting the immediate and certain value they offer to shareholders, especially in light of the challenges faced by Decmil as an independent entity in the competitive civil engineering sector.

The takeover bid by Macmahon Holdings is seen as a strategic move to provide Decmil with the financial backing necessary to achieve full recognition for its performance.

Upon successful acquisition, Macmahon plans to operate Decmil as a wholly-owned subsidiary while preserving its brand identity.

The existing civil business of Macmahon Holdings is expected to merge under the Decmil brand, creating a more robust presence in the industry.

This proposed acquisition is poised to deliver enhanced value to Decmil shareholders and RCPS holders, offering a lucrative exit strategy amidst the uncertainties of the standalone company’s future.

Commenting on the Transaction, Michael Finnegan, Managing Director and Chief Executive Officer of Macmahon said: “The acquisition of Decmil is a significant milestone in Macmahon delivering on its long stated strategy to diversify its earnings and deliver a more resilient, scalable business enablinggreater returns to shareholders.

“Decmil provides an established, well credentialed platform to allow Macmahon to better pursue the large opportunity pipeline of resource civil infrastructure and rehabilitation opportunities while diversifying earnings towards renewables and infrastructure, which are both expected to have an increased level of spending in the next decade.

“I look forward to the transaction successfully completing and welcoming Decmil into the Macmahon team.”

Decmil Group Limited is a market leader in complex, multi-disciplinary project services. Decmil’s group of companies deliver integrated construction and engineering solutions across the resources, infrastructure, and renewables sectors.

Macmahon is an ASX listed company offering the complete package of mining services to miners throughout Australia and Southeast Asia.