The Link Administration Holdings Ltd (ASX: LNK) share price ended the day lower by more than 2% even though shareholders just gave approval for the takeover.
For readers that didn't know, Dye & Durham is trying to buy Link. It originally offered $5.50 per share, but then it reduced its offer to $4.81.
The reduction in the offer price acknowledged the movements in financial markets and the trading value of the Link share price and the PEXA Group Ltd (ASX: PXA) share price since the scheme was agreed upon in December 2021.
The offer price of $4.81 per share will be reduced by any special dividend paid by Link. The board said it currently intends to pay a fully franked special dividend of 8 cents per share.
Under the scheme implementation deed, Dye & Durham also agreed that Link shareholders can receive the net sale proceeds of up to 13 cents per Link share from the sale of Link's banking and credit management business if it is sold and proceeds are received by Link prior to, or up to 12 months, after the implementation of the deal
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The vote
Link's directors recommended that shareholders vote in favour of the deal.
The board said the reduced offer represented a reasonable premium to Link's last 'undisturbed' share price.
Directors pointed out that no superior proposal has emerged and the transaction provides certainty of value for Link shareholders and that investors will no longer be exposed to the risks associated with Link's business.
The board also noted that the Link share price will continue to be subject to market volatility and may fall if the transaction is not implemented and there isn't another offer.
The independent expert concluded that the offer is fair and reasonable and in the best interests of investors.
Link revealed that 98.71% of the votes cast by Link shareholders were in favour of the resolution to approve the scheme. It also said that 71.21% of Link shareholders present and voting voted in favour of the takeover.
What's next?
The company noted that the offer remains subject to certain conditions, including receiving regulatory approvals and the approval of the Supreme Court of NSW at the hearing scheduled on 9 September 2022.
Assuming everything goes according to plan, Link will apply for its shares to be suspended from ASX trading from close of trading on 9 September 2022.
Shareholders will then be paid the special dividend of 8 cents per share, if declared, on 19 September 2022. Shareholders will be paid for their shares on 27 September 2022.
Link share price snapshot
Since the beginning of 2022, Link shares have fallen just over 20%.
