COFFEY INTERNATIONAL LIMITED Company Announcements Office
Australian Securities Exchange - ASX Limited Exchange Centre
Level 4, 20 Bridge Street
Sydney NSW 2000
14 October 2015
Via e-lodgements: Sequence #774
Dear Sir / Madam
Please find attached an announcement for immediate release to the market.
Yours faithfully
Managing Director
Coffey International Limited ABN 16 003 835 112
Level 19, Tower B 799 Pacific Highway
Chatswood NSW 2067 Australia
t: +61 2 9406 1000
f: +61 2 9406 1002
coffey.com
For immediate release - ASX announcement
14 October 2015
The Board of Coffey International Limited (ASX:COF) is pleased to announce that it has entered into a Bid Implementation Agreement ('BIA') with Tetra Tech, Inc. (NASDAQ:TTEK) under which Tetra Tech has agreed that it, or its nominee, will make an off-market takeover offer for 100% of the Coffey shares on issue (the 'Offer').
The Offer
Under the terms of the Offer, Coffey shareholders will receive A$0.425 cash per share ('Offer Price'), which represents:
A 130% premium to Coffey's last closing price of $0.185 on 14 October 2015 (being the last trading day prior to this announcement)
A 148% premium to the 1 month volume weighted average price1 of Coffey shares
A 173% premium to the 6 month volume weighted average price2 of Coffey shares
The Offer, governed by the BIA, will be conditional upon the satisfaction of certain customary conditions. These conditions include that Tetra Tech acquire a relevant interest in at least 90% of Coffey's shares on issue.
The BIA outlines the key terms and conditions of the Offer and can be found attached to this announcement. The BIA also includes customary deal protection mechanisms, including a break fee of $1.5 million payable to Tetra Tech in certain circumstances as well as exclusivity provisions.
Coffey Chairman John Mulcahy welcomed the offer.
'Tetra Tech's offer represents better value for shareholders than the market has been prepared to pay because it delivers strong operational benefits for Tetra Tech,' Mr Mulcahy said.
'On all indications available to us, it represents superior value to what we can foresee, over a realistic timeframe, from continuing as a standalone business.
'While this is a valuable opportunity for shareholders it is also very beneficial for the highly talented Coffey team of employees who should see enhanced career opportunities as part of a combined Tetra Tech and Coffey global business.
'We are very confident that Tetra Tech's offer will deliver benefits for all Coffey stakeholders, including shareholders, employees and clients.'
1 month volume weighted average price at 14 October 2015 of $0.172
6 month volume weighted average price at 14 October 2015 of $0.156
Tetra Tech Chairman and CEO Dan Batrack said: 'Tetra Tech is pleased to have reached agreement on a recommended transaction to be put to Coffey's shareholders.
'Coffey not only expands Tetra Tech's geographic presence, but provides a platform for growth of our international development business with multinational aid agencies.
'In addition to Coffey's expertise in geoservices and project management, the combined company will also provide water and environmental services to support Australia's infrastructure expansion. Together, we will be able to provide an expanded scope of services to our customers and offer our combined staff even greater professional opportunities.'
Unanimous recommendation by the Coffey Board
The Directors of Coffey have carefully considered the Tetra Tech Offer with the assistance of their advisors and will unanimously recommend that Coffey shareholders accept the Offer, subject to there being no superior proposal.
The Directors will accept or procure the acceptance of Tetra Tech's Offer in respect of any shares in Coffey that they, or their associates, own or control or otherwise have a relevant interest in, subject to there being no superior proposal.
Timetable
Coffey shareholders do not need to take any action at this present time. As set out in the BIA, it is currently expected that Tetra Tech's Bidder Statement and Coffey's Target Statement will be jointly dispatched to Coffey shareholders in November 2015.
Shareholder information
Further information on the Offer will be lodged with ASX in due course and included on Coffey's website at coffey.com.
Coffey has retained Gresham Advisory Partners Limited as financial adviser and Norton Rose Fulbright as legal adviser.
Tetra Tech has retained ANZ Corporate Advisory as financial adviser and Thomson Geer as legal adviser.
- Ends -
For further information contact:
Media contacts
Joeley Pettit
Coffey Group Communications and Corporate Affairs Manager
+61 407 061 421
John Frey
GRACosway
+61 411 361 361
Investor contact
Chris Bowen
Investor Relations Consultant
+61 418 144 860
About Tetra Tech
Tetra Tech is a leading provider of consulting and engineering services. The Company supports commercial and government clients focused on water, environment, infrastructure, resource management, and energy. With 13,000 staff worldwide, Tetra Tech provides clear solutions to complex problems. For more information on Tetra Tech, please visit www.tetratech.com.
About Coffey International Ltd
Every Coffey relationship is built on trust.
Trust that's hard-earned through our proven expertise, our depth of global experience and our commitment to stay one step ahead.
Our specialists in geoservices, international development and project management work in partnership with our clients across the globe.
We create value throughout the asset lifecycle in the transport and property infrastructure, and energy and resources, sectors.
We deliver vital international aid projects for our clients.
Our united group of specialists take enormous pride in collaborating with our project partners. By digging deeper. Thinking smarter. And seeing further.
All so we can deliver the smartest solutions, every time.
THOMSON GEER
LAWYERS
Level 25, 1 O'Connell Street Sydney NSW 2000 Australia
T +61 2 8248 5800 I F +61 2 8248 5899
Bid Implementation Agreement
between
Tetra Tech, Inc. (Tetra Tech)
and
Coffey International Limited
ACN ·003 835 112
(Coffey)
www tglaw com au
Sydney I Melbourne I Brisbane IAdelaide ABN 21 442 367 363
ADVICE ITRANSACTIONS I DISPUTES
Domestic & Cross Border
Table of contentsPage ii
- Definitions and interpretation 1
Definitions 1
Interpretation 5
- Exclusivity and deal protection 6
Prohibition 6
Notification 7
Matching right 7
Fiduciary carve out 7
Normal provision of information 8
- Mutual exchange of information 8
Provision of information 8
Bidder's Statement and Target's Statement. 8
Confidentiality 8
Tetra Tech acknowledgement 8
Coffey acknowledgement. 9
- Takeover Offer 9
Takeover Offer 9
Tetra Tech may use Subsidiary 9
Coffey's assessment of the Offer Terms 10
Coffey to recommend Takeover Offer 10
- Facilitation of Takeover Offer 11
Early despatch of Takeover Offer 11
Coffey to promote the Takeover Bid 11
Bid Conditions 12
HSR Act and Foreign Investment Review Board 12
Conduct of Coffey business 12
Notification to Tetra Tech 13
Independent expert's report 13
Appointment of directors 13
Fiduciary exception 14
- Takeover Offer - Variation and Waiver 14
Variation 14
Waiver of conditions and extension 14
- Break Fee 14
Background 14
Application and definition 14
Payment of Break Fee 14
Payment 15
Basis of Break Fee 15
Quantification 15
Compliance with law 16
- Warranties 16
Mutual warranties 16
Coffey warranties 16
Reliance on representations and warranties 18
Notification 18
Liability 18
Page iii
Cap on Liability 19
Releases and insurance 19
Deeds of access, indemnity and insurance 20
Termination 20
Termination by either party 20
Effect Of termination 20
GST 20
Interpretation 20
GST gross up 20
Reimbursements and indemnifications 21
Tax invoice 21
Miscellaneous 21
Notices 21
No merger 22
Costs of agreement. 22
Amendments in writing 22
Governing law and jurisdiction 22
Further assurances 22
Prohibition and enforceability 23
Assignment 23
Time is of the essence 23
Attorneys 23
Tetra Tech proposes to make an off-market takeover offer, in accordance with Chapter 6 of the Corporations Act, to acquire all of the Coffey Ordinary Shares subject to the Coffey Directors recommending that Coffey Shareholders accept Tetra Tech's Takeover Offer in the absence of a Superior Proposal.
It is a pre-requisite to Tetra Tech making the Takeover Bid and to the Coffey Directors recommending that Coffey shareholders accept Tetra Tech's Takeover Offer in the absence of a Superior Proposal, that the parties enter into this agreement.
Definitions and interpretation
Definitions
In this agreement, unless the context requires otherwise:
Affiliate in relation to a party means:
an entity Controlled by Coffey; and
any officers, employee, professional advisor or other representative of Coffey.
for the purposes of conducting the Takeover Bid (including in accordance with the timing mandated in the Corporations Act for conduct of off-market bids and the indicative timetable in clause 4.7), a day on which the banks are open for business in Sydney, New South Wales, Australia (other than a Saturday, Sunday or public holiday
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in Sydney, New South Wales, Australia and any other day that the ASX declares is not a business day);
for the purposes of receiving a Notice, a day which is not a Saturday, Sunday, public holiday or bank holiday in the city in which the Notice is to be received; and
for any other purpose not identified above, a day on which the banks are open for business in Sydney, New South Wales, Australia and Pasadena, California, USA other than a Saturday, Sunday or public holiday in Sydney, New South Wales, Australia or Pasadena, California, USA;
directly or indirectly, acquire a Relevant Interest in or become the holder of, or otherwise acquire or have a right to acquire, a legal, beneficial or economic interest in, or control of any securities;
directly or indirectly, acquire the assets or businesses of Coffey or its Related Bodies Corporate;
acquire Control of Coffey;
otherwise acquire or merge with Coffey (including but not limited to a reverse takeover bid, reverse scheme of arrangement or dual-listed company structure); or
require Coffey or any of the Coffey Directors to change, withdraw or modify the Directors' recommendation of the Takeover Bid, or require Coffey to abandon or otherwise not proceed with the Takeover Bid,
the termination of this agreement in accordance with its terms;
the end of the Offer Period; or
the date which is 6 months after the date of this agreement.
Coffey converting all or any of its shares into a larger or smaller number;
Coffey or a Subsidiary of Coffey resolving to reduce its share capital in any way or reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares;
Coffey or a Subsidiary of Coffey:
entering into a buy-back agreement; or
resolving to approve the terms of a buy-back agreement under the Corporations Act;
Coffey or a Subsidiary of Coffey:
issuing any shares, securities or other instruments convertible into shares;
issuing debt securities;
granting an option over its shares; or
agreeing to do any of the things referred to in (i), (ii) or (iii) above;
Coffey or a Subsidiary of Coffey issuing, or agreeing to issue, convertible notes;
Coffey or a Subsidiary of Coffey disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;
Coffey or a Subsidiary of Coffey charging, or agreeing to charge, the whole, or a substantial part, of its business or property;
THOMSON GEER · Bid Implementation agreement Reference: DRZ:3757660
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Coffey or a Subsidiary of Coffey making any change or amendment to its constitution; or
an Insolvency Event occurring in relation to Coffey or a Subsidiary of Coffey.
an employee, consultant, officer, agent, auditor or partner of the person or its Related Body Corporate; or
a financial, tax, accounting, legal or other expert adviser or financier of the person or its Related Body Corporate.
has not been initiated, encouraged, solicited, invited or facilitated by Coffey or any of its Related Bodies Corporate, Associates or Representatives in contravention of clause 2.1;
the Coffey Directors reasonably determine, acting in good faith and based on external expert financial and legal advice:
is reasonably capable of being valued and completed, taking into account all aspects of the Competing Proposal, including any legal, financial, regulatory and timing considerations and any conditions precedent; and
would be in the best interests of all of the Coffey Shareholders; and
would, if completed substantially in accordance with its terms, be more favourable and provide greater value to the Coffey Shareholders than the Takeover Bid (as such Takeover Bid may be amended or varied following application of the matching right set out in clause 2.3), taking into account all terms and conditions of the Competing Proposal and all aspects of the Takeover Bid.
a person other than Tetra Tech or its Related Bodies Corporate; or
a consortium, partnership, limited partnership, syndicate or other group howsoever formed in which neither Tetra Tech nor its Related Bodies Corporate have agreed in writing to be a participant.
Interpretation
In this agreement, unless the context otherwise requires :
a reference to:
one gender includes the others;
the singular includes the plural and the plural includes the singular;
a recital, clause, schedule or annexure is a reference to a clause of or recital, schedule or annexure to this agreement and references to this agreement include any recital, schedule or annexure;
any contract (including this agreement) or other instrument includes any variation or replacement of it and as it may be assigned or novated;
a statute, ordinance, code or other law includes subordinate legislation (including regulations) and other instruments under it and consolidations, amendments , re-enactments or replacements of any of them;
a person or entity includes an individual, a firm, a body corporate, a trust, an unincorporated association or an authority;
a person includes their legal personal representatives (including executors), administrators, successors, substitutes (including by way of novation) and permitted assigns;
a group of persons is a reference to any two or more of them taken together and to each of them individually;
an entity which has been reconstituted or merged means the body as reconstituted or merged, and to an entity which has ceased to exist where its functions have been substantially taken over by another body, means that other body;
time is a reference to legal time in Sydney, New South Wales , Australia or Pasadena, California, USA, as specified in the context;
a reference to a day or a month means a calendar day or calendar month; (xii) money (including '$', 'AUD' or 'dollars') is to Australian currency;
4.3 Shares issued during the Offer Period......................................................................... 1O
4.6 Fiduciary exception ................................. ..................................................................... 1O
4.7 Indicative Timetable 10
11.2 Waiver ....................................• 22
11.3 Entire agreement 22
11.4 Counterparts ...................., 22
11.10 Mutual conduct ......................., 23
Schedule 1 24
Offer Terms 24
Schedule 2 27
Coffey capital structure as at the date of this agreement 27
Page 1
This agreement is made on 2015
between Tetra Tech, Inc. of 3475 East Foothill Boulevard, Pasadena, California 91107, United States of America (Tetra Tech)
and
Recitals
Coffey International Limited (ACN 003 835 112) of Level 19, Tower 8 - Citadel Tower, 799 Pacific Highway, Chatswood NSW 2067, Australia (Coffey)
Now it is agreed as follows:
Agreed Announcements means the respective announcements of each of the parties agreed between them in the form initialled by them on or bout the date of this agreement.
Announcement Date means the date on which the Agreed Announcement is made.
ASIC means the Australian Securities and Investments Commission.
Associate has the meaning given in Division 2 of Part 1.2 of the Corporations Act as if section 12(1) of the Corporations Act includes a reference to this agreement.
ASX means ASX Limited (ACN 008 624 691) or the securities market it operates as the context requires.
ASX Listing Rules means the official listing rules of ASX.
Bid Conditions means the conditions to the Takeover Bid set out in paragraph 3 of the Offer Terms.
Bidder's Statement means a bidder's statement within the meaning given to that expression in section 9 of the Corporations Act.
Board means a board of directors.
Business Day means:
Coffey Directors means the directors of Coffey, other than those appointed in accordance with clause 5.8.
Coffey Group means Coffey and each of its Subsidiaries.
Coffey Ordinary Share means an ordinary share in the capital of Coffey.
Coffey Shareholder means a holder of Coffey Ordinary Shares.
Competing Proposal means any proposed or possible transaction or arrangement pursuant to which, if ultimately completed, a Third Party (either alone or together with any Associate) would or may:
or any other expression of interest, proposal or offer by any Third Party to evaluate or enter into any transaction of similar effect to the Takeover Bid or which might otherwise lead to the Takeover Bid not proceeding.
Control has the same meaning as in section 50AA of the Corporations Act and Controlled
has a corresponding meaning.
Corporations Act means Corporations Act 2001 (Cth).
Due Diligence Information means all information provided to Tetra Tech and its Representatives in the online data room established on behalf of and in respect of the Coffey Group and hosted by lntralinks (including responses to requests for information provided in such online data room through the Q&A process or otherwise).
Exclusivity Period means the period from and including the date of this agreement to the earlier of:
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HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations pursuant to that legislation.
Independent Expert means the independent expert appointed by Coffey to opine on whether the Takeover Offer is fair and reasonable to Coffey Shareholders and to prepare a report for inclusion in the Target's Statement in accordance with clause 5.7 and ASIC policy and practice.
Insolvency Event has the meaning given to that expression in Schedule 1.
Intellectual Property means all the know-how, copyright, patents, software (source code, object code and related documentation), trademarks, domain name licences and all other intellectual property rights used in or relating to the Coffey business, including any
registrations or applications to register, any right to file further applications and the right to take action against Third Parties for infringement of any rights relating to that intellectual property, misleading or deceptive conduct or passing off, whether occurring before or after the date of this agreement , but excluding the Third Party Intellectual Property.
Listing Rules means the listing rules of the ASX.
Offer means each offer by Bidder for Target Shares under the Takeover Offer and Offers means all such offers;
Offer Price means the price specified in item 1 of the Offer Terms.
Offer Period means the period that the Takeover Offer is open for acceptance.
Offer Terms means the terms and conditions set out in Schedule 1 to this agreement.
Option means an option to acquire any share in Coffey by way of subscription for and issue of such share.
Prescribed Occurrence means any of the following:
Proposed Announcement Date means no later than 9:00 am in Sydney, Australia on a Business Day in Sydney, Australia immediately following the date of execution of this agreement.
Public Authority means any government or any governmental, semi governmental, statutory or judicial entity, agency or authority, (whether in Australia or elsewhere), including any self regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions, and ASX or any other stock exchange .
Related Body Corporate has the meaning given to that term in the Corporations Act.
Relevant Interest has the same meaning as given by sections 608 and 609 of the Corporations Act.
Representative of a person means:
Subsidiary has the meaning given to that term in the Corporations Act.
Superior Proposal means a Competing Proposal which:
Takeover Bid means an 'off-market bid' within the meaning of the Corporations Act by Tetra Tech for all of the issued Coffey Ordinary Shares, as contemplated by and pursuant to this agreement.
Takeover Offer means the offer under the Takeover Bid, the consideration for which is the Offer Price, and which satisfies the requirements of clause 4.1.
Target's Statement means a target's statement within the meaning given in section 9 of the Corporations Act. ·
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Tax Authority means any regulatory authority or any sub-division, agency, commission or authority of such authorities responsible for the collection of any Tax or administration of any Tax Law.
Third Party means any of the following:
Third Party Intellectual Property means intellectual property rights used by Coffey and/or its Subsidiaries in the conduct of the Coffey Group's business that are owned by a person other than Coffey or its Related Bodies Corporate.
Unacceptable Circumstances has the meaning as set out in section 657A of the Corporations Act.
THOMSON GEER Bid Implementation agreement Reference: DRZ:3757660
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