TP05/037
The Takeovers Panel (Panel) advises that it has received an application dated 19 April 2005 from Stericycle Inc (Stericycle) in relation to the affairs of Stericorp Limited (Stericorp).
Stericycle's application alleges that unacceptable circumstance exist in relation to the current rights issue being undertaking by Stericorp. Among other things, Stericycle's application alleges that:
- the rights issue is structrued so that control of Stericorp may pass to the underwriter and major shareholder of Stericorp, Catilina Nominees Pty Ltd (Catalina), without a takeover bid; and
- the underwriting arrrangements relating to Stericorp's rights issue do not constitute a bona fide agreement to assume the risk of the shortfall and therefore does not fall within the exemption in items 10 and 13 of section 611 of the Corporations Act 2001 (Cth) (Corporations Act).
Stericycle has sought a declaration of unacceptable circumstances under section 657A of the Corporations Act and final orders.
The Panel has not decided whether to conduct proceedings in relation to the application and makes no comment on the merits of the application. It also notes that it has not received submissions from the other parties to the application and it is, therefore, unaware of their views.
The President of the Panel is appointing a sitting Panel to consider the application.
Nigel Morris
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3501
