Market likes Allco's improved Rubicon offer
Allco Finance Group's share price climbed 46 cents on Friday to a close of $7.50, an indication that the market is happier with the terms of the company's revised bid for the property funds group Rubicon Holdings. Allco is seeking to buy the 79.6 per cent of Rubicon that it does not already own.Allco, whose shareholders meet on Wednesday to vote on the Rubicon deal, announced that the vendors of Rubicon proposed an amendment to the deal that would result in a significantly larger part of the overall consideration being subject to the achievement of performance goals.Under the original terms Allco made a cash and scrip offer worth $276.6 million at its then share price of $8.91. The cash component of the deal was $63.7 million. A further $52 million of Allco shares (5.83 million shares) were to be issued in 2011, conditional on agreed performance goals being achieved.The purchase price valued Rubicon at 11.7 times 2007 earnings. Rubicon reported net profit of $12.9 million for 2006/07, up from $5.6 million the previous year. Under the revised terms the cash component does not change but the issue of Allco shares to the Rubicon vendors is cut back from 23.89 million to 19.73 million. The value of the total upfront consideration has been reduced by about 12 per cent.If growth in assets under management of the combined Allco Rubicon real estate business is 20 per cent or more over the 2008 calendar year or, failing that, if compound growth over the three year period to December 2010 is 20 per cent or more, then the Rubicon vendors will receive 10 million additional Allco shares (up from 5.83 million in the original deal).The outcome is that about 25 per cent of the total possible consideration is conditional, compared with 14.9 per cent in the original deal.Allco executive chairman David Coe owns 19.9 per cent of Rubicon. Other major shareholders are Gordon Fell, with 44.9 per cent, and Matthew Cooper, with 14.8 per cent.Rubicon manages a series of listed property trusts, including Rubicon America Trust, Rubicon Europe Trust and Rubicon Japan Trust.The main benefit of the deal is that it would increase the size of Allco's real estate assets from $3.9 billion to $9.1 billion.The independent expert's report, prepared by Grant Samuel, said: "The acquisition meets a clear need to strengthen Allco's real estate division… Allco faces a number of challenges to expanding its footprint to operate on a global basis. The acquisition of Rubicon provides a substantial enhancement to the division's capabilities."The combined group would have 32 per cent of its assets in America, 25 per cent in Europe, 21 per cent in Australia, 17 per cent in Japan and five per cent in Singapore.