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Australia's Navitas gets takeover bid from group including co-founder, PE firm

Australian educational services provider Navitas Ltd. said Oct. 10 that it received an unsolicited takeover proposal from a consortium that comprises Melbourne-based buyout firm BGH Capital, superannuation fund AustralianSuper Pty. Ltd. and Navitas director, co-founder and former CEO Rodney Jones.

The consortium is offering to buy 100% of Navitas' outstanding shares for A$5.50 each in cash, representing a 26% premium over the company's closing share price Oct. 9.

Navitas said the indicative price would be reduced by the value of any dividends or other distributions declared, proposed or paid after Oct. 9.

Under the proposed deal, shareholders could either accept the offer or choose to sell their shares for A$2.75 each and be able to get ordinary shares in RollCo, a newly formed unlisted company that will initially own Navitas. One RollCo share would be given for every 2 shares held in Navitas.

The buying consortium was formed after BGH entered into a cooperation agreement with AustralianSuper, which holds 5.4% of Navitas, and Jones, who holds 12.6%. Under that deal, Jones agreed to sell 50% of his shares for cash and roll over his remaining stake into RollCo.

Navitas said that due to Jones' involvement in the consortium, its board is instituting formal protocols regarding his access to information, employees and attendance at board meetings.

The company plans to conduct a detailed review of the proposed buyout, with Goldman Sachs acting as financial adviser and Ashurst serving as legal adviser.