VTG (ASX) Reasons to vote down the deal

Originally posted by PortfolioPlus: ↑

Another strong reason to vote this deal down is the disruption to the Andy Penn new TLS model. It may irritate him so much that he is prepared to sweeten the honey pot to make the problem go away. On the other side of the coin, has Maxine and the management team checked out of ICT mentally, In which case it will be a hard slog to bat through till June 2025.

As to another poster challenging my disagreeance with the offer by imputing that the Directors would have given it huge consideration, I say don't assume all directors act for all shareholders. Recent case in point: Capral CAA, in which hold shares. Management came to us with a deal which they had approved at $7.00 a share. The then SP was around $5.95. The SP after the announcement shot past the $7 mark and huge shareholder backlash forced management to withdraw their support. Subsequently (and I mean almost immediately) the SP went past $8 up to a high of $8.65. Management got it wrong, they were engineering a deal whereby they were still in control. They have lost all credibility.

And talking of credibility, Maxine Horne's bank of credibility must now be at zero. Time and again her 'fortuitous' sale of shares in VTG don't indicate a complete alignment with company she started. And with her fingerprints over all the nebulous/silly business acquisitions in areas which are clearly important to her has blown up capital.
I will be very much watching Spheria and if they signal a fight then I believe we retail shareholders should get behind them.

On the subject of transparency I totally agree much more detail is required. It is very difficult to account for the $38m at June plus the $110m from TLS and where it goes. Specifically I will be looking to how much money goes to directors and staff as a goodbye present and the costs of arranging this deplorable deal which seems ot be assuming a EBITDA of $55m at 2x. Crazy.

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A few points to consider. The ICT business over the next 3+ years will see little growth and a good chance with the impacts of the pandemic actually go backwards. Hard to know exactly but $110m now as opposed to a high risk strategy to hang onto the end who knows. I have sat on Boards and this is a business risk question. Secondly the Artisan business is a big opportunity and providing it is executed well (another business risk) VTG should be a target for consolidation or acquisition at a considerably higher valuation on the Artisan business than today. Meanwhile shareholders will get a big pay day now and hopefully a strong upside in the next few years. Anyway just a few thoughts. When the Board pulls together the EGM paperwork hopefully these questions will be answered satisfactory for shareholders.