ARB Holdings – Offer to Minorities & Proposed Delisting

Share Code: ARH – Market Cap: R1.8bn – PE: 9.3x – DY: 4.3%

Offer to Minorities & Proposed Delisting

  • A company owned by Masimong (50.1%-shareholding) and Sabvest (49.9%) has made an offer to minority shareholders (other than the Burke Family that collectively holds 62.9% of ARB’s shares) to acquire their shares for cash of 800cps.
  • If the scheme is approved by shareholders (75% vote is required) & goes ahead, ARB will also be delisted from the JSE.
  • Besides the usual conditions/clauses & the approvals needed, the scheme currently has irrevocable support of 69.41% of shareholders (that can vote at the scheme meeting, i.e. “disinterested shareholders”) and, thus, we view it as highly-likely that this transaction successfully conclude.
  • See the full announcement here: LINK.

Previously Published Valuation: Justifies Offer Price

  • In our previously published FY 21 results piece, we saw fair value as 654cps on a Price Earnings (PE) of c.7.9x, which is hardly demanding given the quality of the underlying businesses and did imply some upside risk to this view.
  • Our EV/EBITDA-implied fair value of 740cps adds weight to this view of fair value and its upside risk.

Our Thoughts: Fair Premium & Well-supported Offer

  • Given our view of ARB’s fair value, the 800cps offer price for minorities comes in at a c.22% premium to this (not counting the even larger premium against the pre-offer share price).
  • The offer is pricing a material minority stake. The Burke family will remain in control post-delisting and, thus, this offer should not include a classical “control premium” as control is not, in fact, being acquired. Thus, we consider this offer price to be quite fair and, likely, attractive to minorities.
  • This view is backed up by the large number of irrevocables secured (including institutional investors and former insiders). These irrevocables (totalling c.69.41% of shares able to vote on this deal) furthermore imply the likelihood of this deal successfully concluding as quite probable.