Advanced Innergy (ASX:AIH) has entered into a scheme implementation deed to acquire all outstanding shares of Matrix Composites & Engineering (ASX:MCE).
The announcement details an all-cash offer of $0.40 per share, a price AIH has categorised as its "best and final" offer in the absence of a superior competing proposal.
The transaction is structured as a scheme of arrangement, aimed at integrating MCE’s expertise into AIH’s broader strategy to establish a dominant manufacturing presence across the Asia-Pacific region.
The board of Matrix has voiced its unanimous support for the deal, recommending that shareholders vote in favour of the scheme.
The recommendation is contingent on the findings of an independent expert and the absence of a more favourable bid.
Russell Ward, Chairman of AIH, emphasised that the acquisition is fully funded and provides MCE shareholders with a meaningful premium and certainty of value.
He noted that the merger is a vital step in delivering the global expansion strategy outlined during AIH’s initial public offering.
However, the finalisation of the deal remains subject to several regulatory and market-based hurdles.
Key conditions include approval from the Foreign Investment Review Board, shareholder and court endorsements, and a specific market-out clause.
The deal could be jeopardised if the S&P/ASX 200 index suffers a sharp decline of 30% or more prior to the final court hearing.
At the time of reporting, Advanced Innergy’s share price was $0.86.