M&R investors win from takeover special committee’s rulings
The committee rules that Aton must offer all Murray & Roberts’s shareholders the same offer it made to Allan Gray
In what has become one of the most fractious battles for control seen on the JSE in recent years, the special committee of the Takeover Regulation Panel has been forced to make rulings against both Murray & Roberts (M&R) and German-based conglomerate Aton.
M&R shareholders appear to be the chief beneficiaries of the takeover special committee’s unprecedented intervention, which was prompted by separate complaints lodged by Aton and M&R against each other.
Following a two-day hearing into the respective complaints, the committee ruled last Friday that Aton must offer all M&R’s shareholders the same offer it made to Allan Gray.
It also ruled that the conduct of the independent board of M&R constituted a contravention of the Companies Act, which prohibits target companies from taking action that would frustrate an existing offer.
In addition, the committee ordered that Henry Laas, in his capacity as CEO of M&R, refrain from making any public statements regarding or concerning the Aton offer.
Following the ruling, Aton announced it was converting its voluntary offer into a mandatory offer and removing the minimum acceptance condition.
It subsequently announced it was raising its offer to R17 a share from R15.
Aton said that the R17 offer represented a 35.7% premium on M&R’s three-year average trading price.
However, in an initial response, the independent board of M&R said the increased offer was still below its fair value range of R20-R22.
The heightened tension around Aton’s bid for control of M&R, which was announced in March, appears to have been sparked by M&R’s proposed tie-up with Aveng.
Aveng, which had agreed in principle to being sold to M&R, reminded shareholders on Tuesday that no formal offer had yet been made by M&R.
Electus Fund Managers analyst Mish-al Emeran said the chances of an M&R and Aveng tie-up looked slim.