in line with the Ampol’s bid. The decline in value is in accord with the terms of a proposed merger and our prior standalone fair value estimates. Merger and acquisition activity continues at a frenetic pace in the Australasian fossil fuel space, coronavirus fragility and carbon concerns marking some as prey. Ampol is proposing an NZD 3.78 per share cash offer for Z Energy via scheme of arrangement. Australia’s largest refined fuel retailer has been granted a four week-exclusivity period in which to undertake due diligence prior to formalising the offer for its smaller New Zealand counterpart.
The equity issuance may take the form of partial share consideration to Z shareholders. Or Ampol may simply conducting a pro rata entitlement offer to its own shareholders, which would be done following regulatory approval and nearer the date of completion. Ampol may have to sell-down some NZ assets to meet NZ competition guidelines. This could include its Gull network. With Ampol shares falling on the bid news, and Z Energy shares rising but not meeting the bid price, the implication is the market on balance thinks Ampol is paying too much, or at least that the bid won’t succeed. The natural question is how do we reconcile this with our much higher standalone valuation for Z.
Company’s Future Outlook
Despite there being no certainty that discussions will result in a binding agreement, we think the chance of success is high. The latest is apparently the fourth in a series of nonbinding offers from Ampol, including at NZD 3.35, NZD 3.50, and NZD 3.60 along the way. And there is logic to a merger– Ampol and Z have very similar business models. Z Energy’s board wouldn’t have opened the books if the chance of a deal proceeding was low. At NZD 3.78 Ampol will be getting Z Energy at a material 33% discount to our NZD 5.60 standalone fair value.
Our formal recommendation for Z shareholders is don’t accept, based solely upon the offer’s material discount to our NZD 5.60 standalone fair value. However, we suspect that advice is likely to prove academic. Z shares rose just over 14% on the day to NZD 3.48, though still 8% below the proposed bid level. They have moved just into 4-star territory from 3-star prior. Z Energy shares have been in the doldrums for over two years given intense retail fuel competition in New Zealand, more recently exacerbated by COVID-19 disruption.
The shares have fallen from a peak of NZD 8.65 and have only recently show signs of life from NZD 2.56 lows. Ampol’s most recent offer price represents a 24% premium to the last NZD 3.04 close. We suspect there is Z Energy shareholder fatigue that might help Ampol’s offer along. However, if Ampol’s bid were to fall over, our stand-alone Z Energy fair value estimate is unchanged at NZD 5.60.
Company Profile
Z Energy was born of the purchase of Shell New Zealand’s downstream operations by Infratil and the New Zealand Superannuation Fund in 2010. It has since transitioned to New Zealand’s largest stand-alone retailer of refined petroleum products and meets close to half of the nation’s transport fuel requirements, serving both retail and commercial customers. The principal activities of Z Energy are importing, distributing and selling transport fuel and related products. The business has scale and sells a full range of transport fuels.
(Source: Morningstar)
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Any advice/ information provided is general in nature only and does not take into account the personal financial situation, objectives or needs of any particular person.