NUH - Takeover by Samsung explained

Having spoken to lawyers and researched into this process and through discussions with some reporters this is the summary of what was concluded so shareholders may understand what had happened and the process involved and to the donkeys that sold a house worth 2 million for a million:

“It appears quite a number of people on HC cannot understand what has transpired here with respect to the LOI and don’t understand how takeovers work. The LOI is not a formal offer. It is an indication of interest so as to come back at a later date with a formal on market offer after due diligence etc. The 8.4c is not a number based on any fundaments or a real valuation a but simply a 15-20% or so premium based on vwap price over a recent trading period. It is simply a number to put down so as to be able to present an LOI, a number has to be put down, you cannot present an LOI without a number. Harmon has tried to be sneaky here by trying to tie up NUH and bypass any competitive process. What should of happened is Harmon to launch an on market conditional takeover bid. The bid would be subject to due diligence etc. NUH would then engage “experts” to also value the company and then come back and make a recommendation to shareholders to either accept or reject the bid and if rejecting argue that the price is too low and Harmon would have to come back with a more competitive bid. It would be up to Harmon to either come back with a higher bid, re-iterate their original bid or walk away. This is how most takeovers occur. What Harmon did was to try to come after NUH on the cheap and eliminate any competitive tension. The fact that this was Harmon’s approach tells you that the 8.4c is not even an indicative price to contemplate as they know the price and value is significantly higher, because if it wasn’t why would they not launch an on market bid from the outset. Seriously if 8.4c is the price why would anyone waste their lime with an LOI. Total nonsense. The price is significantly higher.NUH made the mistake of not rebuffing their LOI and stating to them that if they are interested to go and launch an on market bid, they also made a mistake by entering into an onerous confidentiality agreement, with neither party recognising that the ASX and ASIC rules override their agreement. It appears Harmon being a US based subsidiary has not really understood ASX listing rules and the disclosure requirements of NUH in being listed on the ASX. As NUH had to raise capital and potentially resume its OEM negotiations the LOI could no longer be kept confidential. It is when NUH had to move to raise capital, Harmon stepped back because they wrongly believed that their takeover interest could be kept confidential. They were wrong. The market had to be fully informed of what had transpired. NUH was correct when it issued the cleansing statement to outline the interest however they were not correct to not provide more context around the LOI. In the end, due to the AFR articles and the rampant speculation, they were forced to name the interested counterparty by the ASX. In a nutshell the situation is Harmon tried to acquire NUH on the cheap and in a sneaky and underhanded way so there was no proper competitive market tension. The 8.4c in the LOI is a just a number to put down so as to be able to formalise a due diligence process, but they know the value is significantly higher and this is a method to try to undervalue a company and pick it up for a song. there could be others who may have an interest and that Harmon has not stepped away as some are arguing but has simply stepped away from this process where they wrongly believed they could acquire NUH without being named and before any competitive tension could arise. They were wrong. Expect future bids to be competitive, on market and significantly north of 8.4c.”