Spotless has today advised Pacific Equity Partnersthat ‘the Spotless board would unanimously recommend that shareholders vote in favour of a scheme of arrangement proposal from PEP at a total cash consideration of not less than $2.80 per Spotless share (subject to there being no superior proposal, an independent expert opining that the scheme is in the best interests of shareholders and execution of a scheme implementation agreement acceptable to Spotless). In the current circumstances, this is the lowest price at which the Spotless Board would be willing to unanimously recommend a scheme of arrangement.
‘Spotless has also advised PEP that any scheme of arrangement proposal will be subject to the execution of a scheme implementation agreement that is acceptable to Spotless, and in particular will require PEP to have completed its due diligence and secured unconditional financing approvals (both debt and equity) prior to signing.
‘The Spotless directors consider this communication to be an important and constructive step to provide PEP and all shareholders with clarity on the Spotless directors’ position. PEP may or may not agree to these key terms, which would enable Spotless to facilitate due diligence and a scheme of arrangement proposal that the Spotless directors would support and ultimately recommend to Spotless shareholders. ‘