The Panel advises that it has today accepted undertakings from Australian Liquor Marketers Pty Ltd (ALM) for further disclosure in its bidder's statement in relation to a takeover bid for S.A. Liquor Distributors Limited (SALD). On the basis of those undertakings the Panel has decided to decline to make any declaration of unacceptable circumstances. The application from SALD was received on 11 December 2002.
SALD had criticised ALM's disclosure in its bidder's statement regarding the future conduct of the business of the target and the defeating conditions of its bid.
Following discussions between the Panel and the parties, the Panel has accepted a number of changes and additional disclosures in ALM's bidder's statement. They relate to a number of the defeating conditions in the bidder's statement, and to the benefits which may flow to shareholders in SALD as customers if ALM takes over the supply of liquor to the SALD shareholders.
SALD had also submitted that a customer share incentive scheme, which is described in ALM's bidder's statement, offends the equality of opportunity principle because a proportion of SALD shareholders would not be eligible to participate in the scheme. On the basis of the facts before it in this matter, the Panel did not accept that proposition.
The Panel notes that the issue of whether collateral benefits are being offered unequally between shareholders is difficult in many circumstances and is especially difficult where the target company has strong trading links with shareholders. The Panel considers that the market may be assisted by guidance in this area and proposes to consult with the market in the early new year to assess the desirability of providing guidance and the specific areas which it should address.
The President of the Panel has appointed Jeremy Schultz, Elizabeth Alexander AM, and Anthony Burgess to be the Sitting Panel to consider the application.
Director, Takeovers Panel
Level 47 Nauru House
80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501