Rod Jones joins BGH, AustralianSuper in Navitas privatisation bid
Rod Jones has agreed to sell about $124 million worth of shares as part of a takeover bid for his education services giant, Navitas.
Rich-lister Rod Jones is backing his second privatisation of a large listed company in just two months, agreeing to sell about $124 million worth of shares as part of a takeover bid for his education services giant, Navitas.
Private equity firm BGH Capital teamed with AustralianSuper and Mr Jones to launch a $2 billion bid for Navitas yesterday, with the Navitas co-founder and non-executive director agreeing to sell half of his stake in the business. AustralianSuper holds about 5 per cent of Navitas shares.
Mr Jones will receive about $124m cash based on the BGH-led consortium’s $5.50 a share cash offer by way of a scheme of arrangement, which represents a 26 per cent premium to Tuesday’s closing share price.
The consortium will also offer Navitas shareholders an alternative where they could receive consideration of $2.75 cash for each Navitas share plus one ordinary share in a newly formed unlisted company, RollCo, which will initially own Navitas, for every two shares held in Navitas.
Navitas received the proposal on Tuesday after the market closed.
Mr Jones said he would keep the other half of his existing holding in RollCo and stay as a non-executive director. He co-founded Navitas in 1994 and stepped down as chief executive in February.
“I believe this is a fair and equitable deal, struck at an appropriate premium to Navitas’s prevailing share price, and is in the best interests of all Navitas shareholders,” Mr Jones said.
“I remain passionate about the Navitas business and the education sector, which is why I have agreed to vend half my shareholding into the new holding company. I would expect to remain a non-executive director of Navitas once this transaction is completed.”
The other Navitas co-founder, the now retired Peter Larsen, would reap $126m if he sold his entire stake.
Navitas shares rose 21.84 per cent yesterday to finish the day at $5.30.
As well as his shareholding in Navitas, Mr Jones has built an extensive portfolio of public and private investments through his Hoperidge Capital family office in recent years.
Hoperidge backed the $680m privatisation of the formerly ASX-listed Updater, along with the likes of billionaires Frank Lowy and Alex Waislitz.
Updater, a New York-based company that offers services to help people in the US update their details when they move house, successfully sought shareholder approval to delist and was officially removed from the exchange at the close of trading yesterday.
Mr Jones and the other billionaire investors remain shareholders, with Updater now pursuing funding from Silicon Valley venture capitalists and investment funds.
Navitas said it would put in place formal protocols in relation to Mr Jones’s access to information, employees and attendance at board meetings, given his involvement in the BGH consortium.
The Navitas board said it was yet to form a view on the proposal and would work with Goldman Sachs as its financial adviser and Ashurst as its legal adviser to conduct a detailed review.
It would inform shareholders of the outcome of the review in due course, the company said in a statement to the ASX.
Navitas swung to a loss of $55.8m in the year through June, squeezed by the cost of shrinking its careers and industry division with the planned closure of some of its struggling US colleges, another in Britain and its Australian health-skills training arm.
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