Keep in mind, KDR must adhere to the PROCESS AND EXCLUSIVITY DEED.
"Kidman has agreed, subject to fiduciary exceptions, to certain customary exclusivity provisions
during the Exclusivity Period, including “no shop”, “no talk”, “no due diligence”, and notification
and matching rights."
Within the deed, the restrictions are:
"No shop restriction
During the Exclusivity Period, Target must not, and must ensure that each of its Representatives
do not, except with the prior written consent of Bidder, directly or indirectly solicit, invite,
encourage or initiate any Competing Proposal or any enquiries, negotiations or discussions with
any Third Party in relation to, or that may reasonably be expected to encourage or lead to, a
Competing Proposal, or communicate any intention to do any of those things.
No talk restriction:
Subject to clause 7.6, during the Exclusivity Period, Target must not, and must ensure that each
of its Representatives do not, except with the prior written consent of Bidder, enter into, continue
or participate in negotiations or discussions with, or enter into any agreement, arrangement or
understanding with, any Third Party in relation to, or that may reasonably be expected to lead to,
a Competing Proposal, even if:
(a) the Competing Proposal was not directly or indirectly solicited, invited, encouraged or
initiated by Target or any of its Representatives; or
(b) the Competing Proposal has been publicly announced."