The Takeovers Panel advises that it has today received an application from the Australian Securities and Investments Commission in relation to a takeover bid by RP Data Ltd for all the shares in Realestate.com.au Ltd.
On 5 October 2000, two companies associated with of RP Data Ltd (RP Data) made an announcement to the market of a joint takeover offer to acquire all the issued shares in Realestate. The offer would be $0.10 per Realestate share, plus one RP Data share for every two Realestate shares. The bid would also be subject to a due diligence condition and a "no material adverse changes" condition.
On 30 October 2000, RP Data announced it would not proceed with its bid announced on 5 October 2000, and announced a new offer for the issued shares in Realestate. The terms of the new takeover offer removed the offer of $0.10 per Realestate share, and made the offer conditional on acceptance by Realestate shareholders of a restructure proposal put to Realestate by RP Data.
In its reasons for withdrawing its 5 October announcement, RP Data asserted that Realestate's financial position was materially worse than the financial position represented to it at a meeting with officers of Realestate on 3 October and prior to the announcement of the takeover bid.
RP Data says that it believes that it would be unreasonable to expect it to proceed with the announcement of 5 October 2000 because of the difference in the financial position of Realestate they discovered on doing due diligence compared to the financial position they allege Realestate described to them on and before 3 October.
In its application, ASIC advises that it considers that RP Data was not justified in withdrawing the bid announced on 5 October, and the bid announced on 30 October is a lesser bid for shareholders. Alternatively, ASIC considers that the circumstances of the withdrawal of the bid of 5 October by RP Data and the effect of the second announcement on RP Data have not been adequately disclosed in the bidder's statement lodged with ASIC on 21 November 2000.
ASIC has sought, amongst other things, an order under section 657D(2) of the Corporations Law that RP Data be directed to proceed with its bid announced on 5 October.
The sitting Panel for this application is Jeremy Schultz (President), Marian Micalizzi and Fiona Roche.
Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501