Last month the Mouchel board rejected a deal valued at £119m. Costain has now come back with an offer worth £152m.
Under the enhanced proposal, Mouchel shareholders are being offered 0.5947 new ordinary shares in the enlarged Costain for each Mouchel share they own.
Based on yesterday’s closing price of 227.0p per Costain share, this values each Mouchel ordinary share at approximately 135.0p. Mouchel’s share price was 107.8p at close yesterday, up from 73p on 21 December immediately before Costain went public on its first offer.
Mouchel's shareholders would receive approximately 51.7% of the enlarged issued share capital of Costain.
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Costain is in a strong position for acquisitions with more than £100m cash in hand and no significant borrowings. It has £2.4bn of work in its order book, with £800m of work secured for 2011. It is also preferred bidder on £400m-worth of contracts.
Costain chairman David Allvey said: "The board of Costain continues to believe that there is a compelling strategic rationale for combining Costain and Mouchel and creating an enlarged group with enhanced critical mass to meet the customer trend towards larger and longer-term bundled solutions.
"We believe that the strategic case put forward in our announcement of 22 December 2010 has been well received by both sets of shareholders and further believe that today's significantly enhanced proposal provides Mouchel's shareholders with immediate value as well as future upside potential, allowing them to share fully in future value creation alongside Costain Shareholders. Accordingly, we look forward to engaging with the Board of Mouchel as soon as possible.
"Our ability to formalise a proposal that is attractive to Mouchel's shareholders and other Mouchel stakeholders and is recommendable by the Board of Mouchel is dependent upon gaining access to satisfactory due diligence in order to confirm our key assumptions, including those relating to synergies."
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