CPA terminates exclusive takeover talks with Dexus consortium
The Commonwealth Property Group has terminated its exclusive takeover talks with the Dexus consortium, in the wake of the $3 billion GPT rival bid last week.
The decision to end the "process agreement" was specifically due to Dexus and its partner the Canadian Pension Fund not matching the competing proposal from GPT within the specified period of time spelt out in the agreement. The decision allows GPT to start talks with the Commonwealth Property Fund (CPA).
However, CPA management did say that the Dexus consortium "may undertake further due diligence on CPA, on a non-exclusive basis until 9 December."
Last week, Credit Suisse analyst said it that it may be difficult for the Dexus consortium to match the competing bid offer.
GPT is offering $O.75325 in cash and 0.141 GPT security for every CPA unit. Based on GPT's closing price on 18 November, the offer values CPA units at $1.272.
The Dexus and Canadian Pension Fund offer is valued at $1.219 per unit.
One reason Credit Suisse gave was that "if DXS were to match GPT’s offer by increasing the cash offer by 2.7¢ to 73.7¢, implying a total bid price of $1.24, this would see EPS accretion (FY15) reduce to ~1.3–1.8% as compared to the guidance of 2–2.5%".
On that basis, net tangible asset dilution would increase from 1.9% to 2.7%, they said. "As a result, we see limited scope for DXS-CPPIB to justify any further premium".
However, with Dexus already holding a key blocking stake of 14.9% in CPA, a likely end scenario is a break up of CPA's $3.8 billion property portfolio. Dexus has already said it won't be supporting the rival offer and GPT needs to reach a compulsory acquisition target of 90% before it can offload any of the CPA assets.