Cardno agrees to sell Cardno International Development for A$56.56mn

SYDNEY, AUSTRALIA: Cardno Limited (ASX: CDD) has entered right into a share buy agreement for the sale of 100% of Cardno International Development for an enterprise worth of AUD $56.5 million.

The settlement is signed with with DT Global Australia Pty Ltd, which is a subsidiary of DT Global L.P. Cardno International Development comprises of Cardno Emerging Markets (Australia) Pty Ltd, Cardno UK Limited and Cardno Emerging Markets USA Ltd.

The entities forming a half of Cardno International Development are being sold on a cash-free, debt-free basis. The Transaction is topic to usual net working capital and net debt adjustment mechanisms.

Following completion of the Transaction, Cardno intends to distribute roughly AUD$56.5m to Cardno Shareholders, equal to $1.45 per share.

The proposed distribution will be a combination of a capital return and an unfranked dividend. Confirmation as to the split of the distribution will be decided within the approaching weeks. Cardno will talk the anticipated traits of the distribution to Shareholders as quickly because it has been finalised.

Cardno expects to retain greater than AUD$15m of money after paying all transaction prices and the distribution to Shareholders. AUD$5m could additionally be positioned in escrow for two months following completion of the Transaction if DT Global doesn’t procure a buy-side Warranty & Indemnity insurance coverage (W&I) coverage relating to Cardno International Development previous to completion of the Transaction. The remaining money will be retained to fund ongoing money flow requirements.

The acquisition of Cardno International Development by DT Global is the results of an extensive global strategic review, as formally introduced to ASX on 15 November 2021. This strategic review noticed a variety of worldwide development teams conduct due diligence and allowed the Cardno Board appreciable price discovery as to the worth of Cardno International Development.

On 15 November 2021, Cardno formally introduced that it would proceed its strategic review of its remaining operations together with Cardno International Development, with the target of maximising Cardno Shareholder value. Over the previous four months, Cardno has conducted a global review of its actions and has received a quantity of offers for Cardno International Development.

The Cardno Board has unanimously decided that the offer received from DT Global for Cardno International Development mirrored in today’s announcement represents the best available choice to maximise Shareholder value.

Michael Alscher, Cardno’s Chairman, stated: “Cardno International Development has performed an important role within the supply of practical, innovative and sustainable options in worldwide development for greater than 50 years.

We would like to thank the administration team and staff of Cardno International Development for his or her work in serving to Cardno become a market chief known for its breadth of expertise.

The transaction with DT Global not solely represents an attractive monetary outcome for Cardno Shareholders however additionally ensures DT Global will proceed delivering the important work of Cardno International Development, backed by their greater than 60 years’ expertise in supporting aid and development imperatives globally.”

Comments from DT Global Chief Executive Officer Torge Gerlach, DT Global’s Chief Executive Officer, stated: “We are looking ahead to this chance to mix the skills and expertise of DT Global and Cardno International Development in order that we can create impact and transform lives together.

Building on our 50 plus years of expertise and our global community of technical experts, Cardno International Development’s future integration into DT Global serves as a tremendous alternative to present superior global choices for our clients and stakeholders.

We are excited by the possibilities this combination can deliver, and we glance ahead to welcoming our Cardno International Development colleagues into the DT Global family.”

www.cardno.com

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