Mayfield Childcare (ASX:MFD) knocks back Genius' revised takeover bid


  • Mayfield Childcare (MFD) rejects revised conditional, non-binding and indicative proposal from Genius Education Holdings
  • Mayfield received an initial proposal from Genius – its largest shareholder – on December 1 to purchase all shares for $1.28
  • Following a competing bid at $1.35 per share 12 days later, Genius upped its offer to match it, adding a number of conditions including exclusivity agreements
  • MFD’s board determined granting these exclusivity arrangements was “not appropriate” and turned down the offer
  • MFD shares dropped 17.3 per cent, trading at $1.15 at 1:45 pm AEDT

Mayfield Childcare (MFD) has rejected a revised conditional, non-binding and indicative proposal from Genius Education Holdings.

Mayfield received a non-binding indicative proposal on December 1, 2022 from its largest shareholder, Genius, to purchase all MFD shares for $1.28 each.

On December 12, Mayfield then received a competing proposal from Busy Bees Early Learning Australia at $1.35 per share – a 40 per cent premium to the closing price on December 1.

After market on Tuesday, January 17, Mayfield then received a revised NBIO from Genius, also at $1.35 per share.

However, this revised NBIO had a number of conditions, including Genius being provided with exclusive access to information in relation to Mayfield, allowing Genius to conduct appropriate due diligence enquiries.

It also required Mayfield to enter another exclusivity deed with Genius, including Mayfield agreeing to confidentiality, no-shop and no-talk restrictions, and grant Genius exclusivity for a term of 60 days, beginning from the date of entry into the new deed.

Mayfield’s board determined granting the additional exclusivity arrangements was “not appropriate” and have now engaged with Genius to “better understand the conditions of the revised NBIO.”

The company said it’s still willing to continue to engage with Genius on a non-exclusive basis and will continue to facilitate Genius’ due diligence investigations.

Genius announced on Thursday it is withdrawing its proposal.

MFD shares dropped 17.3 per cent, trading at $1.15 at 1:45 pm AEDT.


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