Comprop shifts up a gear in its bid to acquire Safari
“Our approaches, which included three non-binding indicative offers, were consistently rebuffed by the Safari board and ultimately left us with no choice but to make an unsolicited, all-cash, fully guaranteed offer to acquire the entire issued share capital of Safari,” Comprop said in a statement yesterday.
The Comprop proposal represented a 38.8 percent premium to the clean price per Safari share on the day before it was presented.
The proposal was made at a time when the Safari board had already proposed a “friendly merger” with Fairvest Property Holdings at a value significantly below the Comprop proposal.
Safari was untraded at R1.95 per share yesterday.
Comprop had made a R5.90 per share cash offer.
Comprop is part of the Futuregrowth Asset Management stable, and has a R4.4 billion portfolio of rural and township retail properties.
“Unfortunately the Safari board and its advisers appear to us to have spent considerable time and extraordinary effort to procure letters of intent and irrevocable undertakings from more than 100 small Safari shareholders to vote against the Comprop proposal.”
Comprop said its proposal would enable Safari shareholders to unlock significant value, a view that had been supported by an independent expert's opinion.
This view had also been supported by the largest institutional investors in Safari, “who had all supported the Comprop proposal and provided Comprop with irrevocable undertakings to vote in favour of the Comprop proposal and to reject the Fairvest transaction.”
Safari later published its irrevocable undertakings to vote against the deal on its website, but no shareholder names were provided, making it impossible to authenticate the undertakings and engage with the shareholders, Comprop said.
“Despite our request, and their written undertaking to do so, the Safari independent board did not provide us with copies of the irrevocable undertakings or the contact details of the shareholders.
Instead, the Safari independent board proceeded to terminate discussions with us,” Comprop said.
“We are disappointed in the manner in which our proposal, which enjoyed support from the majority of Safari's shareholders, was dealt with by the Safari independent board.”
Safari said on Tuesday that Comprop’s offer was at the lower-end of the fair value range of between R5.80-R6.67 per share and the independent board had been unable to reach agreement with Comprop around certain legal and commercial aspects of the proposal.