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ARN holds its stake,
Panel's decision shapes fate,
SCA's future at stake.
ARN retains 14.8% stake in SCA after Takeovers Panel overturns decision
The Takeovers Panel has overturned its decision regarding ARN's bid for Southern Cross Media (SCA), now allowing ARN to retain its 14.8% holding without having to sell down the 6.83% of SCA shares as originally ordered.
The new orders permit ARN to keep the shares subject to certain conditions and also keep the door open to ongoing negotiations between the two media companies.
The review Panel previously affirmed an initial Panel decision to make a declaration of unacceptable circumstances in relation to the acquisition of 6.83% of SCA shares made via fund manager, Allan Gray, which had been seen to contravent share rules.
In its latest decision, the review Panel made orders ameliorating the effect of the Relevant Shares on any competing proposals for SCA, with certain conditions.
These include requiring ARN to vote the Relevant Shares in favour of a competing scheme of arrangement that is recommended by the majority of SCA directors. ARN is also required to accept the Relevant Shares into a competing takeover if the acceptance would allow the competing bidder to obtain more than 50% of the shares in SCA and ARN (or its associates) have not made a competing proposal that is recommended by the majority of SCA directors.
Furthermore, ARN is not allowed to transfer (or otherwise dispose of, including by way of sale) the Relevant Shares or voting rights to the Relevant Shares, except in the circumstances referred to in the orders.
The orders also provide parties and ASIC with the liberty to apply for further orders to deal with (among other things) unforeseen circumstances.
A spokesperson for ARN expressed satisfaction with the decision.
"We are happy with this decision and now look forward to accelerating the engagement with the SCA Board," the spokesperson stated. "From what we have seen so far, we believe our proposal is a very compelling proposition for SCA shareholders and, together with Anchorage, we are committed to finalising a certain proposal in an expedient manner".
This decision could potentially have significant implications for the future of SCA, as it allows ARN to maintain a substantial stake in the company and provides a framework for how ARN can interact with its shares in the event of a competing proposal, potentially influencing the future direction of SCA.
