Organic and sustainable pacific oyster producer Angel Seafood Holdings (ASX: AS1) has received a conditional takeover proposal from agricultural fund manager Laguna Bay Group.
The non-binding offer will see Laguna purchase all of the shares in Angel by way of a scheme implementation arrangement at an indicative all cash consideration of $0.20 per share.
It represents a 60% premium to the $0.125 closing price of Angel shares on 17 December; and a 50% premium to the volume weighted average price over the previous 30-day period prior of $0.133 per share.
Angel’s board of directors believes the proposal to be in the best interests of its shareholders and has agreed to engage further with Laguna by way of an exclusivity deed and a cost letter allowing the fund manager to conduct its due diligence with a view to structuring a binding offer.
Terms of the deed include an exclusivity period expiring in February 2022; the right for either party to terminate the deal by giving notice; and an obligation for Angel to reimburse Laguna Bay for a maximum $200,000 in costs incurred during the exclusivity period.
The takeover proposal is subject to key conditions including Laguna Bay’s due diligence and receipt of the necessary approvals or regulatory waivers; final approval by its investment committee; and completion of the scheme implementation agreement.
A pre-requisite of the proposal is that Angel founder and chief executive officer Zac Halman retains a significant proportion of his shareholding in the company after the transaction.
Angel’s board said there was no certainty that the proposal would result in a binding offer or a scheme implementation agreement.
It confirmed that shareholders would not need to take any action at this point.
Laguna Bay’s takeover proposal comes just one week after Angel announced it had been cleared by South Australian authorities to recommence harvesting and sales of its oysters in Coffin Bay following a local outbreak of the marine-related bacteria vibrio parahaemolyticus.
Raw oyster consumption is the most common way the bacterial infection is acquired by humans as the organism naturally lives in warm tidal waters where oysters grow.
The Department of Health and Wellbeing (DHW) in association with the Department of Primary Industries and Regions in South Australia (PIRSA) conducted structured water and meat testing across Coffin Bay harvesting areas, including Angel’s leases and onshore processing facilities.
Zero negative test results were recorded against any of the company’s produce or production facilities and it was allowed to recommence operations last week.
Angel immediately ramped up production to distribute its oysters across key sales channels to meet peak festive season demand.
It confirmed that its stock remains healthy and biomass continues to grow.