HCM's offer, at $3.25 per share, assumes Bradken has an enterprise value of $976.1m.
Unanimously recommended by the Bradken Board in the absence of a superior proposal and subject to an independent expert concluding that it is fair and reasonable, the deal, if successful, will see Bradken integrated into the Japanese firm’s global mining and industrial services business. Its head office will remain in Newcastle (New South Wales).
The MinterEllison team was led by partners Alberto Colla and Bart Oude-Vrielink, supported by partners Geraldine Johns-Putra, Geoff Carter, David Moore, John Mosley, Con Boulougouris and Michael Gajic, special counsel Miranda Noble and Bryn Davis, and senior associates Mellisa Lai, Johanna Hendry and Keith Tan.
"MinterEllison is delighted to be assisting Hitachi Construction Machinery with its first public market takeover in Australia. We look forward to continuing to work with HCM and its other advisers to successfully complete the recommended offer that has been made to Bradken shareholders," Colla said.
Also providing legal assistance to HCM are Mori Hamada & Matsumoto (Japan), Locke Lord (USA) and McMillan (Canada). Moelis & Company and SMBC Nikko Limited are HCM’s financial advisers.
Meanwhile, Bradken has retained Allen & Overy as its legal adviser and Highsbury Partnership as its financial adviser.
HCM is headquartered in Tokyo and listed on the Tokyo Stock Exchange. It is a global manufacturer and supplier of construction and mining machinery (such as hydraulic excavators, rigid dump trucks and wheel loaders), as well as machinery consumables and parts.
Bradken manufactures fully machined cast iron and steel products and is a global supplier to the resources, energy, and freight rail industries. It has a workforce of almost 3,500 people in 24 manufacturing facilities and sales and service centres across Australia, New Zealand, USA, Canada, the United Kingdom, India, Indonesia, Malaysia, South Africa, South America and China.
“I am pleased to announced this Offer by HCM, which provides shareholders with an attractive premium. On successful completion, it lets Bradken, which has a proud history in mining and industrial services, join one of the world’s largest machinery companies to form a premium global business,” said Bradken chairman Phil Arnall.
MinterEllison is advising Hitachi Construction Machinery Co., Ltd. (HCM) which has made an all-cash takeover offer for 100% of the ordinary shares of ASX-listed Bradken Limited.