29-08-2022 Taylor Maritime makes $494m offer for dry bulk rival Grindrod Shipping, By Paul Berrill and Joe Brady, TradeWinds
London-listed Taylor Maritime Investments (TMI) is making a takeover offer for Grindrod Shipping that values the Singapore and Nasdaq-listed bulker owner at $494m. Taylor Maritime, which already holds a 26% stake in Grindrod, would use a non-binding cash offer of $26 per share to create an enlarged owner of handysize up to ultramax bulkers. Monday’s disclosure effectively confirms a 6 April TradeWinds report indicating Grindrod was in play after it chose not to seek a permanent successor to retired chief executive Martin Wade. The announcement on Monday provides further fingerprints as to a months-long merger-and-acquisition process underway, as Grindrod disclosed that it had hired Jefferies as financial advisors and three separate law firms as well.
Taylor is understood to have emerged from a pack of suitors that included multiple other public companies. Potential suitors named by TradeWinds in April included US-listed Genco Shipping & Trading and Eagle Bulk Shipping, as well as Hong Kong-listed Pacific Basin. Grindrod’s share price shot up in trading on Monday in New York upon the announcement, with shares up nearly 20% to $24.54 in early afternoon.
The UK group said the offer for an aggregate value of $26 per share would consist of a cash purchase price of $21 paid by TMI for each share tendered in conjunction with a special cash dividend from Grindrod of $5 per share to its existing shareholders. The proposed acquisition is subject to pre-conditions being met and due diligence. The offer price presents a 30% premium to Grindrod’s closing of $20.05 on Friday. The share has not closed above $26 since 7 June.
Though the bid may be below Grindrod’s net asset value, estimated around $30 per share, the all-cash feature may prove attractive to Grindrod shareholders, a finance source told TradeWinds. “All-cash tender offers are exceedingly rare in shipping,” the source said. “It’s similar to someone willing to pay all cash for your house in the real estate market. When such offers have been made, there is typically a much bigger gap to NAV than here.”
In July, the UK-based handysize specialist reported strong profits consisting of net earnings of $253m for the year to 31 March. TMI, which only listed in 2021 and so did not give a comparison, said the results comprised $79m in operating profit and $174m in fair value gain as it benefited from strong bulker markets. “We remain confident that market fundamentals will lead well into 2024,” TMI Chairman Nicholas Lykiardopulo said at the time.
TMI currently holds 4.9m shares in Grindrod. The company would therefore need to win support from a further 21% of Grindrod shareholders to gain effective control of the company.