GUD Holdings Ltd confirmed today that it has signed a conditional takeover bid implementation agreement with Dexion Ltd. allowing it to make an off-market offer to acquire all issued shares of Dexion at $0.80 a share.

The proposal puts a 100 per cent premium to the Dexion share price of $0.40 at close trade yesterday. A formal offer is expected upon Dexion's completion of confirmatory due diligence.

"Dexion has agreed to allow GUD four weeks to complete its due diligence and has granted GUD exclusivity for this period. At or before the end of the due diligence period, GUD will announce whether or not it will proceed with the formal Offer. Until that time, there is no certainty that a formal offer will proceed," said GUD Holdings in a statement to the ASX.

Dexion Board has agreed to recommend the Offer, in the absence of a superior proposal.

GUD chairman Clive Hall said the takeover bid provides Dexion shareholders "an excellent price for their shares at what can only be regarded as an extremely attractive premium that provides certainty of value today."

GUD managing director Ian Campbell said, "The acquisition will result in a significant growth platform for GUD, adding an international dimension to the company as well as providing access to growth sectors in distribution and third-party logistics. With our financial resources and access to capital, we expect to support and accelerate these opportunities."

GUD has appointed J.P. Morgan and Freehills to act as financial and legal advisor respectively on the proposed takeover bid.