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- Release Date: 17/10/13 10:34
- Summary: TAKEOVER: ABA: No Response from Hutson to Audiology Buy/Sell Proposal
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ABA
17/10/2013 08:34
TAKEOVER
REL: 0834 HRS Abano Healthcare Group Limited
TAKEOVER: ABA: No Response from Hutson to Audiology Buy/Sell Proposal
On 8 October 2013, Abano proposed a "buy/sell" mechanism to Peter Hutson and
his associated interests under which Hutson interests would nominate the
price for a 50% shareholding in Bay International Limited, and Abano would
choose whether to buy the Hutson 50% interest or sell Abano's 50% interest at
that nominated price.
Abano's intention in making that proposal was to address Peter Hutson's
conflicts of interest and provide a basis on which a true market value was
able to be set for the audiology business, rather than the "nominal value"
ascribed to it by the Archer/Reeves/Hutson consortium's proposal. The
Archer/Reeves/Hutson proposal involves a material value transfer from Abano
and its shareholders to Peter Hutson and his interests.
Abano is disappointed and concerned that the buy/sell proposal has not been
responded to by Peter Hutson or his interests. Abano considers the proposal a
worthy one and can see no reasonable basis for it not being progressed. This
lack of any response further reinforces the conflicts of interest inherent in
the Archer/Reeves/Hutson consortium proposal.
The impasse between the parties as to the nature and extent of Hutson's
conflicts, the value of the audiology business, appropriate management and
governance protocols for Hutson, and long term strategic direction of Abano
are not ingredients in a recipe for a sustainable business relationship.
Abano's offer represents a solution, at fair value, that avoids any
continuing impasse and the resultant prospect of value loss for all Abano
shareholders.
Abano understands that the Archer/Reeves/Hutson interests continue to
communicate selectively with Abano's major shareholders - and are receiving a
consistent message of no support for their proposal. We note that
institutions both publically and privately, as well as private shareholders,
are supporting Abano's stance, which once again, calls on the
Archer/Reeves/Hutson consortium to:
(a) respond to Abano's buy/sell proposal in a constructive manner;
(b) proceed with a code compliant offer, which offers minority shareholder
protection, or withdraw.
Abano will not provide the requested due diligence access in response to a
patently unsatisfactory proposal, rife with insider elements. If, as Archer
is reported as saying, its funding and governance constraints preclude it
from making a formal offer absent due diligence, then it should withdraw
forthwith.
Trevor Janes
Chairman
ENDS
End CA:00242477 For:ABA Type:TAKEOVER Time:2013-10-17 08:34:40
