The Federal Court in Perth has today given final approval to the merger between Home Building Society and StateWest Credit Society.
The Federal Court in Perth has today given final approval to the merger between Home Building Society and StateWest Credit Society.
Formal implementation of the merger is expected to take place on July 10.
StateWest chief executive Greg Wall said in a statement there were clear synergies between the two companies that made the merger a natural fit.
He said the partnership would provide Western Australians with a genuine alternative to the big banks.
Based on the current share price of Home, the merged entity will have a market capitalisation of $480 million and $4 billion in funds under management.
It will become WA's largest financial services group and could be well positioned to enter the ASX200 Index of Australia's biggest listed companies.
Mr Wall said more than 45,000 StateWest members (or about 75 per cent of the total) have elected to retain their Home shares.
Over 13,500 members have opted to participate in a share sale, through stockbroker Euroz Securities Ltd, and can expect to receive approximately 237 Home shares for each StateWest share plus a special dividend, together worth about $3,518 based on share value at close of trade, June 27.
In a statement released on June 22, StateWest said 95.7 per cent of members, at the scheme meeting, voted in favour of the merger, substantially above the required 75 per cent approval threshold. 23,246 StateWest members participated in the vote, with 22,292 voting in favour of the proposal and 1,002 voting against.
Home shareholders approved the merger at the company's AGM on November 28, 2005.
Shares in Home closed at $15.00 at 5:00 pm WST
Today's statement and ASX announcement from June 22 are below:
Home Building Society (ASX: HME) and StateWest Credit Society are pleased to announce that the Federal Court in Perth has today given final approval to the scheme of arrangement between the two organisations.
Court approval was the last legal requirement of the merger process after StateWest Members showed their support for the proposal through a 95.7% vote in favour of the Scheme at a meeting on 22 June 2006.
StateWest Chief Executive Officer Greg Wall said the partnership would provide West Australians with a genuine alternative to the big banks.
"The overwhelming support we have received for this merger - from the very start of the process - indicates to us that our Members and West Australians generally are overwhelmingly in favour of having a new WA-owned financial institution," said Mr Wall, Managing Director-designate of the merged organisation.
"We are also very pleased that more than 45,000 StateWest Members (more than 75% of the total) have elected to retain their Home shares and become an investor in the merged organisation as well as a customer.
"There were a number of clear synergies between the two companies that made the merger of Home and StateWest a natural fit.
"Our combined focus will continue to be on great value products and commitment to customer service. Moving forward, we will seek to significantly grow the new combined business based on these principles."
Home Chairman Tony Howarth - who will also be Chairman of the merged organisation - said he was pleased the legal aspects of the merger had been completed, 10 months after the initial announcement of the proposal.
"Since the foreign takeover of BankWest, Western Australia has been without a strong, dedicated locally-focused financial institution," he said.
"We are delighted we can now move quickly to build a major new WA financial institution and provide our customers and many others with a genuine alternative to big banks."
"This partnership will deliver a new force in Western Australian financial services. The merged business will experience a range of scale benefits, including a bigger branch network, larger customer base, increased share of voice and broader range of services, as well as consolidated systems, premises, suppliers and other operating efficiencies."
Based on the current share price of Home, the merged entity will have a market capitalisation of $480 million and $4 billion in funds under management. It will be WA's biggest listed financial services group and should be well-positioned to enter the ASX200 Index of Australia's biggest listed companies.
Formal implementation of the merger is expected to take place on 10 July 2006.
Background to the Merger
Home and StateWest announced an in-principle agreement to merge the two organisations in August 2005.
The merger was effected through Demutualisation, which required 75% support of StateWest Members to vote on the proposals and a minimum voting participation of 25% of Members. This was followed by a Scheme of Arrangement vote that required 75% support but had no minimum voting participation requirement.
Home shareholders approved the merger at the Company's AGM on 28 November 2005.
In the scheme of arrangement poll of StateWest Members, 95.7% voted in favour of the merger, substantially above the required 75% Yes vote threshold. In a separate vote, 89.71% of StateWest Members voted in favour of Demutualisation on 21 April 2006.
Under the merger proposal, Home will acquire the shares in StateWest through the issue of approximately 15.17 million shares to StateWest Members. In addition, StateWest Members will receive a special dividend from StateWest.
At current market levels, each StateWest Member will receive the equivalent of approximately 237 shares and a special dividend together worth approximately $3,518.78 (based on a 45 day volume weighted average price of Home shares of $13.94 at the close of trade on 27 June 2006).
Share Sale Facility
Over 13,500 StateWest Members have elected to participate in a Share Sale Facility established by Home to provide a means through which StateWest Members could sell the Home shares they will receive on completion of the merger without having to organise a share trading account or paying their own brokerage costs.
Under the Share Sale Facility, StateWest Members will have their shares sold through stockbroker, Euroz Securities Limited.
Participating StateWest Members are expected to receive the sale proceeds under the Share Sale Facility in late July following implementation of the Scheme.
Home Building Society Limited (ASX: HME) and StateWest Credit Society Limited are pleased to announce that members of StateWest have voted overwhelmingly in favour of the merger of the two organisations by way of a scheme of arrangement. At the Scheme Meeting held in Perth yesterday evening, of those StateWest Members that voted 95.70% voted in favour of the merger, substantially above the required 75% approval threshold. 23,246 StateWest Members participated in the vote, with 22,292 voting in favour of the proposal and 1,002 voting against. StateWest members also voted overwhelmingly in favour of a merger related constitution amendment resolution at an Extraordinary General Meeting held shortly after the Scheme Meeting. Home and StateWest will now seek final Court approval for the merger in the Federal Court in Perth on 28 June 2006. StateWest Chairman Trevor Halliday said the vote at both the Scheme Meeting and the Extraordinary General Meeting had shown the vast majority of Members were supportive of the Home merger proposal. "It is pleasing there is such consensus on the future of StateWest - and that future is an exciting one working with Home to build a great new financial institution for West Australians," he said. Home Chairman Tony Howarth said he was pleased the merger process was finally nearing completion nine months after the initial announcement of the proposal. "We strongly believe this union will create a major new West Australian financial institution that can provide a genuine alternative to big banks," he said. Under the merger proposal, Home will acquire the shares in StateWest through the issue of approximately 15.17 million shares to StateWest Members. In addition, StateWest Members will receive a special dividend from StateWest. At current market levels, each StateWest Member will receive the equivalent of $3,246 in shares and dividend (based on a 45 day volume weighted average price of Home shares of $12.79 at the close of trade on 1 May 2006). Share Sale Facility Over 13,500 StateWest Members have elected to participate in a Share Sale Facility established by Home to provide a means through which StateWest Members could sell the Home shares they will receive on completion of the merger. Under the Share Sale Facility, StateWest Members will have their shares sold through stockbroker, Euroz Securities Limited. Participating StateWest Members are expected to receive the sale proceeds under the Share Sale Facility in late July following implementation of the scheme. Timetable 28 June 2006 Second Court Hearing for Court approval of the Scheme pursuant to section 411(6) of the Corporations Act 3 July 2006* Effective Date of the Scheme - the date when the Scheme becomes binding 10 July 2006* Implementation Date of Scheme, including the issue and allotment of the Scheme Consideration and the payment of the Special Dividend * Dates subject to change pending Federal Court approval
