Under the deal, listed investment trust CPH would acquire all of
Challenger's ordinary shares by way of a scheme of arrangement.
Challenger is a Sydney-based fund manager and life insurer,
which currently manages $11.5 billion of assets.
CPH would also acquire all Challenger's convertible notes and
options in a manner to be agreed.
Several independent Challenger directors were expected to join
the board of the merged entity.
Australia's richest man Kerry Packer and his son James today
resigned their positions on the Challenger board.
"In view of the substantial interests that Consolidated Press
Holdings Ltd has in both Challenger and CPHIC and the perception
that those interest could give rise to conflicts, Mr Kerry Packer,
Mr James Packer and Mr Ashok Jacob have today resigned as directors
of Challenger," the company said.
"They will remain as directors of CPH Management Ltd."
Mr Jacob is Consolidated Press Holdings' joint chief executive.
Lloyd Williams also resigned as a Challenger director.
"They believe their resignation is in line with good corporate
governance as, following their resignation, the Challenger board is
comprised wholly of directors who are not materially interested in,
or associated or perceived to be associated with CPH or CPHIC."
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