An overwhelming majority of Myer’s and Premier Investments’ shareholders have voted in favour of the combination of the latter’s Apparel Brands with Myer.
Ahead of the extraordinary general meeting in Melbourne on Thursday morning, Myer said in a filing to the ASX that direct and proxy votes received ahead of the meeting resulted in 95.47% of its shareholders voting in favour of the combination, while only 3.82% voted against it.
Over at Premier, which will also hold a general meeting later today, direct and proxy votes received before the meeting showed that more than 99% of its shareholders have voted in favour of the capital reduction resolution and performance rights resolution.
In her remarks ahead of the meeting, Myer Executive Chair Oliva Wirth termed the deal as “one of the most significant corporate transactions” in the company’s history.
The combination of Myer and Apparel Brands will see the latter’s Just Jeans, Jay Jays, Portmans, Dotti and Jacqui E brands combined within the Myer portfolio.
“Our combined business will be a leading omni-channel retail platform with pro forma historical annual sales of more than $4 billion in FY24 and a stronger balance sheet to fund future investment and growth. It will create a business with an extensive footprint of 783 department and specialty stores, supported by more than 17,000 team members,” said Wirth.
The Myer Board has declared a fully franked pre-completion dividend of 2.5 cents per share to existing Myer shareholders, conditional on the combination proceeding, which will deliver to Myer shareholders value of approximately $20.9 million in aggregate.
The deal faced last-minute hurdles this month as both Myer and Premier posted weak sales numbers for the holiday period.
While the share price of both Myer and Premier plunged following their holiday period sales performance announcement, Kroll Australia, which was appointed by Myer as an independent expert to assess the merits of the deal reached the conclusion that the combination of Premier’s Apparel Brands and Myer is fair and reasonable to non-associated Myer shareholders, in the absence of a superior proposal.
Wirth addressed those trading challenges in her address at the AGM, saying, “As shown in our trading update released last week, Myer has not been immune from the cost-of-living crunch affecting the broader retail sector and other parts of the economy, both in Australia and around the world.
“It demonstrates why it is crucial for retailers to continually innovate and evolve to strengthen and grow their businesses. And that, in essence, is what today is about – adapting our business to ensure it is best placed to thrive in the years ahead in a highly competitive and rapidly evolving retail market.”
Myer will issue 890.5 million shares to Premier for the acquisition of the Apparel Brands business, and Premier will also pay Myer $82 million in cash. Myer shareholders (including Premier by way of its existing shareholding) will hold 48.5 per cent of issued capital in Myer, while Premier will receive 51.5 per cent of issued capital in Myer. The Myer shares will then be distributed to Premier Investments shareholders.
One of the main aspects of the deal would be Premier Investments’ Solomon Lew returning to Myer’s board as a director, alongside him retaining his position as chairman at Premier.
Following the completion of the deal, Premier Investments will cease being Myer’s largest shareholder, and instead Lew personally will emerge as Myer’s largest shareholder with a stake of around 26.8 per cent.
