Takeovers Panel releases statement on ARN bid

Australian government authority the Takeovers Panel has put out a media statement regarding its latest decision relating to Southern Cross Media and ARN’s bid.

It says “The review Panel has set aside the initial Panel’s orders and made new orders. The review Panel previously affirmed the initial Panel’s decision to make a declaration of unacceptable circumstances in relation to the acquisition of 6.83% of Southern Cross Media Group Limited shares in contravention of s606 (the Relevant Shares). However, the review Panel considered its own orders sufficiently protect the rights and interests of persons affected by the unacceptable circumstances.

The review Panel has made orders ameliorating the effect of the Relevant Shares on any competing proposals for Southern Cross by requiring ARN to (in effect, among other things):

• Vote the Relevant Shares in favour of a competing scheme of arrangement that is recommended by the majority of Southern Cross directors.
• Accept the Relevant Shares into a competing takeover if the acceptance would allow the competing bidder to obtain more than 50% of the shares in Southern Cross and ARN (or its associates) have not made a competing proposal that is recommended by the majority of Southern Cross directors.
• Not transfer (or otherwise dispose of, including by way of sale) the Relevant Shares or voting rights to the Relevant Shares, except in the circumstances referred to in the orders.
• Not vote the Relevant Shares, except in the circumstances referred to in the orders.

Given the technical nature of the orders in dealing with the effect of the unacceptable circumstances on potential competing proposals, the orders also provide parties and ASIC with the liberty to apply for further orders to deal with (among other things) unforeseen circumstances.”

The Panel says it will publish its reasons for the decision in due course.

ARN says it welcomes the decision by the review Panel, which follows the network’s appeal of the earlier decision from December 2023:

“The new orders allow ARN to retain its 14.8% holding in SCA, with ARN not having to sell down the 6.83% of SCA shares as originally ordered by the Panel. The new orders instead permit ARN to keep the shares subject to certain conditions.

A spokesperson for ARN said ‘We are happy with this decision and now look forward to accelerating the engagement with the SCA Board. From what we have seen so far, we believe our proposal is a very compelling proposition for SCA shareholders and, together with Anchorage, we are committed to finalising a certain proposal in an expedient manner.’”