Trading in Cromwell Property Group (ASX: CMW) was temporarily paused Tuesday morning pending an announcement. The announcement, released at 10:06 am, related to an off-market proportional takeover bid from ARA Asset Management Limited (ARA). By close of trade Tuesday, the Cromwell share price had jumped 8.05% to 94 cents.
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Why did the Cromwell share price jump?
Cromwell shares rallied following news that ARA intends to acquire 29% of all Cromwell stapled securities in which it does not already hold an interest. If successful, this would take ARA's stake in Cromwell to 52.6%. The offer price of 90 cents per share was slightly higher than Monday's closing price of 87 cents. According to Cromwell, ARA proposed it would execute the partial takeover by acquiring 29 out of every 100 Cromwell shares it doesn't already own.
Cromwell Property Group announced the following in relation to the proportional takeover offer:
"Cromwell securityholders are advised to take no action in relation to the proportional offer. Cromwell notes the unsolicited and opportunistic nature of the proportional offer and that the proportional offer is not an offer to acquire all securities held by securityholders in Cromwell. Cromwell will provide a further announcement in due course when it has evaluated and assessed the terms of the proportional offer."
The announcement went on to state "In the interim, Cromwell will continue to operate and execute its business strategy in the ordinary course as previously flagged to the market on 4 June 2020".
What did ARA say?
In its letter to Cromwell, ARA boasted that "the offer price is a premium to Cromwell's recent trading prices despite ongoing market volatility". The offer represented a 9.8% premium to the company's 30-day volume weighted average price of 82 cents.
ARA already has an existing interest in Cromwell securities of 24%. The asset manager wrote "Given Cromwell's elevated gearing levels in conjunction with the uncertainty surrounding rental collections and asset values as a result of COVID-19, ARA is concerned that Cromwell will seek to undertake a material equity raising at a discount to the offer price".
It also suggested that the likelihood of a competing offer was reduced due to ARA's existing 24% stake in Cromwell.
What's next for the Cromwell share price?
The Cromwell share price is up 38.2% from its 52-week low of 68 cents. It's also down 25% since this time last year and nearly 30% below its 52-week high of $1.35 reached in November 2019.
The proportional takeover bid could play out in a number of ways. Overall, however, it should be positive for shareholders. At the current bid, it seems unlikely that shareholders will accept given the Cromwell share price is now already above 90 cents. However, a new higher bid may be accepted by shareholders enabling ARA to take its holding to above 50%.
If ARA is successful in obtaining a holding greater than 50%, it will have the ability to appoint board members. This would then enable the asset manager to execute its own strategies for Cromwell Property. As suggested yesterday, this would likely include blocking any potential capital raisings.
Previously on 2 March, Cromwell released an announcement suggesting that ARA was attempting a 'takeover by stealth'. Cromwell's management also clashed with the asset manager over its attempt to elect an appointed nominee to the board three months after his appointment had been struck down at the AGM. At this time Cromwell also stated that shareholders should take no action in response to approaches by ARA.
Stay tuned…
