Murray & Roberts advertising board.
JOHANNESBURG - Engineering and construction services company Murray & Roberts (M&R) has expressed its disappointment in the manner that Aton, as both an offer and the company’s material minority shareholder, has chosen to engage with the company.

Aton last week released a media statement setting out its views and assumptions on the potential combination of M&R and Aveng.

The M&R board and management sought to engage with Aton on an urgent basis, since the announcement was made on the stock exchange news service regarding the potential transaction.

The board reiterated to shareholders that the strategic rationale for the potential combination of M&R Oil & Gas and underground mining platforms with Aveng’s McConnell Dowell and Moolmans businesses was compelling.

“The potential transaction, if implemented, will further enable Murray & Roberts’ stated strategy as a multinational engineering and construction group, through the benefits of both scale and synergy to the benefit of all shareholders.

“Other than McConnell Dowell and Moolmans, the rest of Aveng is clearly non-core for Murray & Roberts and will be disposed of for value in an orderly manner.

"The board is actively considering various alternatives in this regard.

“The board is cognisant of the challenges faced by Aveng and is accordingly conducting a due diligence review to verify all fundamental assumptions prior to making a formal offer.

"The public announcement of the potential transaction on May 18, 2018, prior to the due diligence review, was necessitated by virtue of Aveng’s capital raising process,” it said.

M&R said in addition to the meeting with Aton this week, the board was continuing to regularly engage with all shareholders regarding the potential transaction, including those that have already indicated support for the potential transaction.

The board said it believed that the minority shareholders in M&R should have an opportunity to decide whether M&R further developed the potential transaction.

Tug of war

M&R has been in a tug of war with its top investor Aton since March, when the German investment house launched a $400million (R5.2billion) takeover bid, which was rejected as poor value for shareholders.

To ward off Aton, which had taken the offer directly to shareholders, M&R proposed an all-share merger with rival Aveng last month.

When it first made the offer in March, Aton - led by German investor Lutz Helmig - held about 29percent of M&R. It has since raised that to about 44percent - large enough to scupper the M&R-Aveng tie-up.

The deal needs backing from shareholders with 75percent of the voting rights, and Aton is against it.