The German-owned Aton wants to buy out all Murray & Roberts shareholders for R15 per share.

An independent board, established by M&R, has recommended that shareholders reject the offer.

But the market still seems to think there is a good chance M&R will lose.

Murray & Roberts is fighting back against a bid by the German conglomerate Aton to buy the company.

Aton, which is owned by a German billionaire and headquartered in Munich, told M&R it wants to buy out all its shareholders for R15 per share in cash. It already owns a third of M&R and has also negotiated with Allan Gray to buy its 11% share.

Read: German billionaire to own half of Gautrain operator as Murray & Roberts receives takeover bid

But an independent board, established by M&R directors to investigate the offer, has recommended that shareholders do not accept the offer.

While the M&R share price fell by 3% to R13.60 in afternoon trading, it is still nowhere near R9.64 – the level it traded on Friday, before Aton’s bid.

The market clearly still believes Aton could succeed.

In a statement, the board said it found that the offer is opportunistic and “made at a time of unprecedented share price weakness”.

It also said that the offer price of “materially undervalues the company based on its prospects”.

In addition, the board doesn’t think Aton will succeed in delisting Murray & Roberts from the JSE.

“Scenarios where Aton accretes its shareholding but does not delist Murray & Roberts presents risks to Murray & Roberts’ shareholders and Aton, including conflicts of interest, strategic misalignment and reduced strategic flexibility and potentially casts the company adrift into a protracted period of uncertainty as Aton gradually increases its shareholding and attempts occasionally to delist the company.”

In addition, the board said it is not clear how Aton proposes to manage “the dilution of Murray & Roberts’ B-BBEE ownership credentials” and the potential resultant impact on contracts.

Apart from being one of the largest engineering firms in the country, Murray & Roberts owns 50% of the Bombela Concession company, which operates the Gautrain rail service.

Aton is owned by Lutz Helmig and his wife and two daughters. A medical doctor, Helmig started one of the largest European private medical groups, Helios Hospitals. His personal wealth is estimated at R31 billion.

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