Ann: Extension of Voluntary Suspension, page-183

"any of the companies that have been supporting 4DS and might be a suitor would be a "participating insider". Beyond the scope of their existing engagement with 4DS, very difficult for them to get more information than the market. "


I beg to differ.
Taking over a company is not trading.
Insider trading rules don't apply to takeovers for obvious reasons.

In a takeover all shareholders share the same information : somebody want to buy all or a defined percentage of the shares of the company at a defined price.

If WDC make a bid for 4DS now (not that I think it's the most probable outcome), nobody will object.
If WDC start to buy on market now, without first declaring a takeover to ASIC, this will be insider trading.

But it is not insider trading in the case of a declared takeover.
Nothing in in the Act says so.

There is no reference to bidders in takeovers in the chapter dedicated to insider trading (except when a third party know about a coming takeover and start to buy on market or pre-bid acquisition on market)

And after days of researches I didn't find a single example of a takeover that has been opposed because of insider trading. Be it in Australia or abroad.

Companies do regularly (not often) takeover there joint venture partner.

WDC did make a takeover offer for his joint venture partner Kioxia in 2017.
And WDC is supposed to make another take over offer for Kioxia now.

And the bidder WDC has much more information than the market about the real value of Kioxia.

You are right to say that the market must be informed. Its an absolute rule.

But when the takeover is declared, the market is fully informed - probably more than ever before.
And no shareholders are in no obligation to sell their shares.

So, yes a takeover by WDC or any other entity could happen anytime.

And yes, ASIC will have something to say if no other potential bidder can access the data and make another offer.

But this is subject to negotiation with ASIC. Its not an absolute rule.

In the case of very special companies like 4DS, its not sure that an open auction will bring more or better offers.
It can also delay the transaction to a point that could be against the interest of shareholders and the company.

All this has to be negotiated with ASIC.
They could be doing exactly that at the moment.


(No financial advice)