Snubbed suitor slams Macmahon
Sembawang said on Sunday that its bid for the construction businesses of Macmahon had lapsed and it would not be making any further offers. It took the unusual step of releasing a private email chain purported to prove takeover discussions between the companies's two chief executives - appearing to contradict Macmahon's claims over the timing of Sembawang's initial approach.
Sembawang Australia's chief executive, Ric Grosvenor, accused Macmahon of "sheltering" behind a purchase agreement with major shareholder Leighton Holdings.
"This is an egregious action taken by the board of Macmahon, who appear to have something they don't wish the market to discover and is possibly due to the fact that the company was in financial distress before a capital-raising," Mr Grosvenor said.
"The minority shareholders of Macmahon are the losers here."
The email chain shows Mr Grosvenor and his counterpart at Macmahon, Ross Carroll, on friendlier terms on November 12. Mr Grosvenor told Mr Carroll he was "impressed" by his performance as Macmahon's chief executive, and floated the possibility of Sembawang - a wholly owned subsidiary of Indian conglomerate Punj Lloyd - taking a 5 per cent stake in the contractor.
On November 22, Mr Carroll replied that "we have a bit going on in this space at the moment" and requested two weeks to consider the proposition. Mr Grosvenor replied on November 26: "If what you mean by 'we have a bit going on in this space at the moment', has anything to do with divesting parts of your construction operations, we would be happy to consider purchasing the whole construction business, leaving Macmahon Holdings with your contract mining business."
The next reply from Mr Carroll, according to the email chain, is on December 7, when he said: "It will become clear on construction sometime next week but unfortunately we won't be able to do anything with you in that space."
By December 12, Macmahon had entered a trading halt and announced a capital-raising as part of an agreement to sell the majority of its construction business to its 24 per cent shareholder, the contracting firm Leighton Holdings.
The agreement was part of a deal struck between the two companies in exchange for Leighton fully subscribing to Macmahon's heavily discounted capital-raising.
Macmahon has said it cannot provide Sembawang with due diligence access while its purchase agreement with Leighton remains in play. In a statement to the stock exchange on Friday, Macmahon said Sembawang's latest bid remained "unsolicited, non-binding, incomplete and highly conditional", and it was not in a position to respond.
This was in response to a sweetened Sembawang offer made on Thursday. It increased its original offer to buy Macmahon's construction arm from $25 million to $38 million. Alternatively, it has offered to trump Leighton's separate offer, to acquire major projects within the business, by $5 million.
A Macmahon spokesperson said: "Macmahon provided an update to the market in relation to the Sembawang proposal on Friday and will continue to keep its shareholders informed. No further comment will be provided at this time."
Frequently Asked Questions about this Article…
The dispute centred on Sembawang's bid for Macmahon's construction arm. Sembawang said its offer lapsed and accused the Macmahon board of taking "egregious action" — including sheltering behind a purchase agreement with major shareholder Leighton Holdings — and it released an email chain it says shows takeover discussions between the companies' CEOs.
Sembawang announced its bid had lapsed and it would not make further offers. The company criticised Macmahon's board for entering a purchase agreement with Leighton Holdings and said Macmahon would not provide due diligence access while that agreement remained in play, which Sembawang said impeded its ability to proceed.
The emails show friendly exchanges in November where Sembawang’s CEO Ric Grosvenor floated taking a 5% stake or buying the construction business. Ross Carroll of Macmahon asked for time to consider, and subsequent messages (dated Nov 12, Nov 22, Nov 26 and Dec 7 in the chain) indicate Macmahon later decided it "won't be able to do anything" with Sembawang in that space.
Macmahon told the stock exchange that Sembawang's latest bid was "unsolicited, non‑binding, incomplete and highly conditional" and said it could not provide due diligence access while its purchase agreement with Leighton remained in place. The company also announced a trading halt and a capital‑raising tied to the agreement with Leighton.
Leighton Holdings, a 24% shareholder in Macmahon, agreed to buy the majority of Macmahon's construction business and to fully subscribe to Macmahon's heavily discounted capital‑raising. Macmahon's board cited this purchase agreement when explaining why it could not engage with Sembawang.
Sembawang initially offered $25 million for Macmahon's construction arm and later sweetened that offer to $38 million. It also proposed an alternative offer to outbid Leighton by $5 million for major projects within the business.
Sembawang's Australia CEO, Ric Grosvenor, said "the minority shareholders of Macmahon are the losers here," arguing the board's actions and the deal with Leighton disadvantaged minority holders. Macmahon has limited its public comment to market updates.
Keep an eye on official Macmahon announcements to the stock exchange about the capital‑raising and the sale to Leighton, any new takeover offers or changes to due diligence access, and further statements from Sembawang or Leighton. These updates will clarify deal outcomes and potential impacts for shareholders.
Call 1300 880 160
Start a chat
Schedule a call
