RHG (formerly known as RAMS Home Loans Group) managed a $2 billion portfolio of residential home loans in Australia. The loan book was in run-off with no new loans being originated following the sale of the RAMS brand name and distribution network to Westpac in 2007.
Greenstone Partners was engaged by RHG as its takeover defence adviser in relation to approaches from interested parties regarding a potential acquisition of the company and its loan book.
Greenstone Partners assisted RHG in the assessment of strategic alternatives to maximise the value ultimately received by RHG shareholders, including the development and implementation of a takeover defence strategy.
The takeover defence strategy resulted in a highly competitive auction process primarily involving two syndicates led by residential mortgage lenders Resimac and Pepper Australia, respectively.
As takeover defence adviser, Greenstone Partners assisted RHG with:
- Assessing and evaluating proposals received from potential purchasers;
- Co-ordinating the due diligence process for potential purchasers;
- Identifying and approaching alternate potential purchasers;
- Negotiating commercial terms and transaction documents with potential purchasers;
- Discussions with major shareholders;
- Investor relations including preparation of materials for shareholders including the Scheme Booklet and ASX Announcements; and
- Project managing other advisers and key stakeholders.
The Resimac Syndicate comprising Resimac and special purpose vehicle, Australian Mortgage Acquisition Company, acquired 100% of the shares in RHG for 50.1 cps by way of a Scheme of Arrangement. RHG shareholders also received a fully franked dividend of 3.0 cps during the process.
The total cash payments of 53.1 cps received by RHG shareholders represented:
- a 43.5% premium to the RHG share price prior to the announcement of the initial conditional offer from the Resimac Syndicate; and
- a 28.0% premium to the initial conditional offer received from the Resimac Syndicate.