Takeovers Panel president Simon McKeon is about to gain first-hand experience of the panel's work from the point of view of the market it seeks to moderate.
The company that McKeon chairs, MYOB, has brought an application before the panel seeking an order to prevent the buyout consortium Manhattan Software Bidco from sending out its bidder's statement to MYOB shareholders.
MYOB's complaint is around the nature of the bidding group's agreements with MYOB shareholders, with Manhattan Software claiming that institutions representing just over one-third of the target have agreed to accept its bid as soon as it opens.
MYOB claims that this agreement amounts to "unacceptable circumstances" as they confer a relevant interest in MYOB shares in contravention of the Corporations Act and have an anti-competitive effect on the market for MYOB shares.
The target company has also raised concerns about the disclosure of broker valuations and sources of the cash to be used in the $487 million bid. law firm Freehills will be arguing McKeon's case before the panel, presuming it agrees to hear the application.
MYOB's major motivation at this juncture would appear to be buying time, and any move that could result in a delay of the bidder's statement would be helpful in the attempts by advisors Macquarie Group and Helfen to bring other proposals to the table.
MYOB has said it is pursuing other approaches it has received since the Manhattan bid was revealed, but this would be little more than an academic exercise if a third of its shareholding base falls immediately into the hands of Manhattan — a vehicle controlled by Archer Capital and HarbourVest. UBS is advising the bidding consortium.
This article by Business Spectator's Giles Parkinson is reproduced on ZDNet.com.au courtesy of a reciprocal publishing agreement.
