the Bellamy's Board unanimously recommends that,
in the absence of a Superior Proposal
and subject to the Independent Expert opining at all times prior to the Second Court Date
that the Scheme is in the best interests of Bellamy's Shareholders,
Bellamy's Shareholders (other than Excluded Shareholders) vote in favour of the Scheme
at the Scheme Meeting;
(ii) the Scheme Booklet will include a statement by the Bellamy's Board to that effect,
and to the effect that each director of Bellamy's will, in the absence of a Superior Proposal, vote (or procure the voting of) all Bellamy's Shares held or controlled by him or her in favour of the Scheme at the Scheme Meeting; and
(iii) a director of Bellamy's does not change, withdraw or modify his or her recommendation under clause 7(a)(i) or a statement under clause 7(a)(ii) or make a recommendation or statement that is inconsistent with such recommendation or statement.
11.2 No-shop During the Exclusivity Period, Bellamy's must ensure that neither it nor any of its Representatives directly or indirectly:
(a) solicits, invites, encourages or initiates any enquiries, expressions of interest, offers, proposals, negotiations or discussions;
or (b) communicates any intention to do any of these things, with a view to, or that may be reasonably expected to encourage or lead to, obtaining any offer, proposal or expression of interest from any person in relation to a Competing Proposal.
11.3 No talk Subject to clause 11.5, during the Exclusivity Period,
Bellamy's must ensure that neither it nor any of its Representatives:
(a) negotiates or enters into; or
(b) participates in negotiations or discussions with any other person regarding, a Competing Proposal or any agreement, understanding or arrangement that may be reasonably expected to lead to a Competing Proposal, even if that person’s Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by Bellamy's or any of its Representatives or the person has publicly announced the Competing Proposal.
.............................................................................................................................................................................
So on one hand the Board recommends the deal if there is no better offer,
But on the other it has a no talk agreement,
So cannot talk to anyone else about a deal...
This is not in the interests of fair competition...
