I found this interesting reading as I was initially concerned about the "no shop" and "matching rights" etc.
But it seems fairly normal and doesn't greatly reduce the chances of a higher offer as 2ic alludes to. fingers crossed!!Advantages and disadvantages of schemes of arrangement compared to takeover bids
In the Australian market in recent years, schemes of arrangement are more common than takeover bids to acquire control.
The popularity of schemes is due to a number of key advantages that schemes offer bidders and targets compared to takeover bids. Those advantages include:
- the certainty of obtaining 100% ownership if the scheme is approved;
- the ‘majority in number and 75% in value' shareholder approval thresholds for a scheme are generally considered lower thresholds than the 90% of all securities required to commence compulsory acquisition following a takeover bid;
- flexibility to incorporate terms in a scheme that would not be permitted under a takeover bid; and
- a more certain timetable.
However, schemes are subject to a number of disadvantages compared to takeover bids. Those disadvantages include:
- it is more difficult and time consuming to make changes to the terms of a scheme (such as increasing the consideration in response to a rival offer) than is the case for a takeover bid. Changes of terms in a scheme generally require returning to Court to seek permission, an adjournment of scheme meeting, and supplementary disclosures;
- in a takeover bid, a pre-bid stake in the target held by the bidder may be advantageous as it may deter third parties from entering the contest for control. A pre-bid stake may be a disadvantage under a scheme because those shares will not be voted in the same class as other target securityholders to approve the scheme, therefore enlarging the effective vote of all other target shareholders on the scheme resolution;
- the need to seek Court approval, and greater ASIC involvement in the scheme process, introduces execution risk which is not applicable to the same extent in takeover bids; and
- the time and cost required to implement a scheme is generally greater than that to obtain control under a takeover bid. Much of the cost in a scheme would be borne by the target, but these costs will of course be inherited by the bidder if the scheme is successful.
I found this interesting reading as I was initially concerned...
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