TP03/101
The Panel advises that it has concluded the proceeding (the Proceeding) arising from the application (the Application) made by Visy Industrial Packaging Holdings Limited (VIPH) on 19 September 2003 in relation to the affairs of National Can Industries Limited (NCI). The Proceeding concluded following acceptance by the Panel of the following undertakings provided by NCI and ESK Holdings Pty Ltd (ESK):
(a) that ESK would increase the consideration payable under the current scheme of arrangement (Current Scheme) to give effect to the ESK proposal by 1.5 cents/share;
(b) that ESK would repay the break fee paid by NCI if a rival bid is announced before the Current Scheme meeting and is eventually successful; and
(c) that ESK would not accept payment from NCI of a second break fee and that NCI would not enforce its right to receive payment of all or any part of the second break fee.
The Panel also obtained assurances by NCI that appropriate disclosure would be made of the terms of the consolidation of the Tyrrell family and company interests in the explanatory statement and that it would be reviewed and commented upon by the independent expert and by ASIC and that ASIC would conduct its review of the documents bearing in mind the Panel's observations.
The Panel will make a fuller announcement about the decision later today and will post its reasons for this decision on its website when they have been settled.
George Durbridge,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3553 Fax: +61 3 9655 3511
george.durbridge@takeovers.gov.au
