Genex receives non-binding, indicative and conditional proposal from J-POWER

The proposal includes a members’ scheme of arrangement for A$0.275 in cash per Genex Share and an alternative off-market takeover bid for A$0.270 in cash per Genex Share.

Power (IG: @clay.banks)

Summary

Genex receives non-binding, indicative and conditional proposal from J-POWER

  1. Genex Power Limited received a non-binding, indicative, and conditional proposal from Electric Power Development Co., Ltd. (J-POWER) to acquire all ordinary shares of Genex that J-POWER does not already own.

  2. The proposal includes a members’ scheme of arrangement for A$0.275 in cash per Genex Share and an alternative off-market takeover bid for A$0.270 in cash per Genex Share.

  3. The takeover offer is conditional on the scheme not being approved by Genex shareholders or the court, and a minimum acceptance condition of 50.1%.

  4. The proposal represents a significant premium over the recent trading prices of Genex Shares, ranging from 46% to 65%.

  5. J-POWER is a joint development partner in Genex's Kidston Stage 3 Wind and Bulli Creek Solar and Battery projects and holds 7.72% of Genex Shares.

  6. J-POWER extended a $35 million corporate loan facility to Genex, fully drawn as of 31 December 2023.

  7. The transaction will be funded by J-POWER’s existing cash reserves and debt facilities, without the need for additional financing.

  8. Genex has entered into a confidentiality and exclusivity deed with J-POWER, granting them access to a virtual data room for due diligence.

  9. The exclusivity obligations include "no shop", "no talk", and "no due diligence" restrictions for a 4-week period, ending on 31 March 2024.

  10. If J-POWER provides a binding proposal at or above the indicated cash per share amounts before the end of the exclusivity period, the Genex board intends to recommend the transaction to shareholders.

  11. The proposal and transaction are subject to several conditions, including due diligence satisfaction, unanimous board recommendation, regulatory approvals, and the negotiation of an implementation agreement.

  12. Genex has appointed Goldman Sachs as its financial adviser and Gilbert + Tobin as its legal adviser for the transaction.

  13. The announcement does not guarantee that the transaction will proceed or that a binding proposal will be made by J-POWER.

This announcement is a summary of the company approved ASX announcement on 04/3/2024.