공지 • Oct 01
REA Group Limited (ASX:REA) cancelled the acquisition of Rightmove plc (LSE:RMV).
REA Group Limited (ASX:REA) proposed to acquire Rightmove plc (LSE:RMV) on September 2, 2024. Further to press speculation in relation to a possible offer, REA confirms that it is considering a possible cash and share offer for the entire issued and to be issued share capital of Rightmove. REA has not approached, nor had any discussions with, Rightmove regarding any potential offer, and makes this announcement in accordance with the requirements of the Code. REA Group Ltd. is considering a takeover offer for Rightmove Plc, with a market value of £4.38 billion ($5.8 billion), in a bid to create a global digital real estate company. A combination of the two businesses would provide a significant opportunity to unlock shareholder value. Under the UK’s takeovers code, REA must announce a firm intention to bid, or not, by no later than September 30, 2024, being the 28th day following the date of this announcement. Rightmove confirms that there are 788,750,604 ordinary shares of £0.001 each in issue (excluding 11,401,687 shares held in treasury). This deadline will only be extended with the consent of the Takeover Panel. There can be no certainty that an offer will be made, nor as to the terms on which any offer may be made. REA shareholders do not need to take any action at this time. As on September 10, 2024, REA was informed that the Rightmove Board rejected the Proposal. As of September 23, 2024, REA announces that, on 22 September 2024, REA has made a further increased possible cash and share offer for the entire issued and to be issued share capital of Rightmove. Under the terms of the Further Improved Proposal, shareholders of Rightmove would receive for each Rightmove share £3.41 in cash and 0.0422 new REA shares. The revised proposal implies a total offer value of £7.70 for each Rightmove share and values Rightmove’s entire issued and to be issued ordinary share capital at approximately £6.1 billion. The terms of the Further Improved Proposal represent an increase of 9.2% on the total value of the Initial Proposal made to the Rightmove Board of Directors on 5 September 2024. REA believes that the Further Improved Proposal represents a highly compelling proposition for Rightmove’s shareholders at a significant premium to relevant trading metrics, providing a combination of immediate value certainty in cash and at the same time giving Rightmove shareholders the opportunity to benefit from the future value creation of the combined business. The Further Improved Proposal is non-binding and subject to customary conditions, including completion of due diligence to the satisfaction of REA. In response to recent press speculation in relation to REA’s possible offer for Rightmove, REA confirms that on September 16, 2024 it made a revised non-binding indicative proposal to the Board of Directors of Rightmove regarding a possible cash and share offer for the entire issued and to be issued share capital of Rightmove at an implied total offer value of £7.49 for each Rightmove share. The Improved Proposal was rejected by the Board of Directors of Rightmove on September 18, 2024, continuing to characterize it as fundamentally undervaluing Rightmove. As of September 24, 2024, the Board of Directors of Rightmove characterized the Further Improved Proposal as unattractive and materially undervaluing Rightmove. As of September 27, 2024, REA has made a fourth non-binding indicative proposal to the Board of Directors of Rightmove plc, regarding a further increased possible cash and share offer for the entire issued and to be issued share capital of Rightmove. Under the terms of the Further Improved Proposal, shareholders of Rightmove would receive for each Rightmove share £3.46 in cash and 0.0417 new REA shares. Additionally, a special dividend of £0.06 in cash, would be paid by Rightmove and is expected to be paid in accordance with the ordinary course timing for the payment of Rightmove's final dividend or, if earlier, at closing of the proposed transaction. The terms of the Fourth Proposal imply a total offer value of £7.81 for each Rightmove share which values Rightmove's entire issued and to be issued ordinary share capital at approximately £6.2 billion. This represents an increase of 11% on the implied total value of the Initial Proposal of £7.05 per share, made to the Rightmove Board of Directors on 5 September 2024. The cash component of the Fourth Proposal is expected to be fully financed through long-term third-party debt and existing cash resources. REA expects the proposed transaction will be EPS accretive and will target a leverage ratio for the combined group of less than 3x within 18 months post-completion whilst delivering strong shareholder returns in the form of dividends.
Craig Calvert, Christian Lesueur, Gaurav Banerjee and Meera Sheth of UBS AG, London Branch acted as financial advisor to Rightmove. Laurence Hopkins, Dominique Cahu, Ben Grindley and Nagib Ahmad of Morgan Stanley & Co. International plc acted as financial advisor to Rightmove. Linklaters LLP acted as legal advisor to Rightmove. Gavin Deane, Oliver Ives and Jennifer Conway of Deutsche Bank AG, London Branch and Deutsche Bank AG, Sydney Branch acted as financial advisor for REA Group Limited.
REA Group Limited (ASX:REA) cancelled the acquisition of Rightmove plc (LSE:RMV) on September 30, 2024.