The Panel has received a further application from Skywest Limited (Skywest) dated 8 October 2004 alleging unacceptable circumstances in relation to the off-market takeover bid by CaptiveVision Capital Limited (CVC) for all the fully paid ordinary shares in Skywest (the Bid).
Skywest alleges that unacceptable circumstances arise in relation to offers by CVC to acquire options over unissued shares in Skywest made to certain Skywest shareholders. Skywest alleges that these offers have been made by CVC for consideration in excess of the “fair value” of the options, and that those offers constitute an inducement to those Skywest shareholder to accept the Bid, which inducement has not been offered to all Skywest shareholders.
Skywest has sought a declaration of unacceptable circumstances and interim orders requiring CVC to revoke any unaccepted offers for Skywest options and preventing CVC from processing any outstanding acceptances of such offers for Skywest options or any outstanding acceptances of the Bid from any Skywest shareholder who received an offer in respect of their options.
Skywest is also seeking the following final orders:
- that the consideration payable by CVC under the Bid be increased to reflect the maximum excess in value offered over the “fair value” of the Skywest options to certain Skywest shareholders; or
- in the alternative, all contracts for the acquisition by CVC of Skywest options for a value in excess of “fair value” be cancelled and reversed, with each vendor of such options to be given a right to withdraw any acceptance of the Bid.
The Panel has not yet sought the views of CVC or other persons potentially involved in the application and has therefore formed no views on the application.
The President of the Panel is appointing a sitting Panel to consider the application.
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3501