Ann: Revised Nyrstar Proposal , page-35

Toho directors will be excluded from the process of deciding whether the Nystar takeover is recommended to shareholders by directors or not. This is in the announcement of 12/3/2010.

Toho as a shareholder can however choose to do whatever it wants with regard to the Nystar takeover offer. They can accept it or reject it.

Toho WILL NOT vote in the approval or rejection of Toho's own transactions with CBH.


djzab,

new bid conditional on only 50.1% acceptance, therefore gaining control.

Interesting...I am trying to establish whether there is any law which exempts a company from launching a compulsory takeover when it acquires more than 20% of the share capital of another company (excluding the "creep" rule, where shareholding can increase by up to 3% every 6 months). If you can share any snippets on takeover law that support such an exemption that would be great. The closest discussion I could find about it was here:

http://phorums.com.au/archive/index.php/t-166621.html

The upshot of this is, once a company acquires 20% or more of another company, it is required to lodge a takeover bid for the rest of the shares. The idea behind this is to protect minority shareholders. Suppose this law was not in place and a company acquired 20% of another company's share capital on the market. It could continue acquiring up to 50% of shares on market. Once the 50% threshold is reached, it effectively controls the other company. The other 50% or less of the shareholders, i.e. minority shareholders, have little to no say in the running of the company and their shares become less valuable as a result. Their shares can now be acquired more cheaply by the predator as they are less valuable than the first 50% already acquired.

In summary, Nystar probably knew the difficulty of getting Toho to agree to this takeover. Had they been able to, they could have pitched a bid which was conditional on only 50.1% rather than a full takeover of the shares. I guess the law compelled them to launch a full takeover. Hope that makes sense.

If Nystar could get away with a 50.1% takeover bid, that would make Toho's blocking stake fairly useless.