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The directors of South Australian oyster producer Angel Seafood (ASX: AS1) have unanimously recommended a $32 million takeover deal from Valley Seas BidCo, a subsidiary of agribusiness fund manager Laguna Bay.
The two today entered into a scheme implementation agreement through which BidCo would purchase all of the shares in Angel at 20 cents per share, with the exception of 16 million shares held by CEO Isaac Halman.
Each of Angel’s directors consider the scheme to be in the best interests of shareholders and have unanimously recommended votes be cast in favour of the deal, consideration for which implies a 60 per cent premium to the producer’s closing share price on 17 December 2021.
“The scheme is an attractive, all-cash transaction. The Angel Seafood board has unanimously concluded that the Scheme represents a compelling outcome for our shareholders, customers, suppliers and staff,” Angel Seafood chairman Tim Goldsmith said.
“The price is a very tangible measure of the value and quality of Angel Seafood’s position in the industry, and our recent strong performance.
“At a significant premium, Laguna Bay’s offer provides Angel shareholders with certainty of value and the opportunity to realise their investment in full for cash.”
Alongside the board’s blessing, Thorney Investment Group, which holds 26.2 million AS1 shares, has confirmed it would vote in favour of the scheme. As will CEO Isaac Halman who holds 24.7 million shares.
The scheme implementation is now subject to the approval of shareholders, as well as a green light from the Australian Foreign Investment Review Board. Angel will also appoint an independent expert to determine whether the scheme is in the best interests of shareholders.
Shareholders will get their opportunity to vote on the deal in early May at a scheme meeting to be scheduled.
The deal comes after Angel was forced to pause production and sales out of its Coffin Bay, South Australia farm in November 2021 following an outbreak of vibrio parahaemolyticus in the region.
That led to an industry-wide recall of oysters, but Angel was cleared to recommence production and sales on 14 December 2021 by the South Australian Department of Health and Wellbeing.
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