Take over process

Ladies and gents, if Big Mac were to make a take over attempt beyond today, it will not be off market bids due to the nature of their primary business, it would be an additional revised proposal and failing that, a hostile take over could be possible, do not discount it.

Any persons thinking that they can vote down a take over bid and be successful may be trumped by the hostile approach which Big Mac are capable of doing.

Central have been unable to appreciate the central share price, it has nose dived since year 2012, they (central) have allowed significant assistance from Big Mac by way of GSA, loans and so forth and as such, are now very much in the box seat on a number of fronts.

Due to central's continual and year to year inability to appreciate the central share price, shareholders should consider strongly any Big Mac offers tabled.

Long gone are the ridiculous $8 fantasies, just look at what has been offered and any revision is certainly not likely to set the world on fire.


Types of bids
There are 2 types of takeover bids: off-market bids and market bids. The provisions dealing with the main features of the offers differ depending on the type of bid.

A bid can relate to any class of securities.3

The differences between market and off-market bids include:

• consideration under a market bid must be cash only, while an off-market bid may offer any form of consideration (including cash, securities or a combination of both)
• a market bid can only extend to quoted securities, while off-market bids may be for quoted or unquoted securities
• offers under a market bid must be for all the securities in the bid class, while an off-market bid may specify a proportion of the securities in the bid class to which the offer relates4
• offers under a market bid must be unconditional, while offers under an off-market bid may be subject to conditions that are not prohibited by ss626 to 629 and
• for a market bid, an increase in consideration is not passed on to those who have already accepted the bid, while for an off-market bid, if the consideration offered under the bid is improved, those who had already accepted the bid are entitled to the increase (s650B(2)).

All offers made under an off-market bid must be the same.

Other relevant takeover provisions that apply to both market and off-market bids include:

• s623, which prohibits the bidder or an associate of the bidder from offering a person a "collateral benefit"5
• s622, which prohibits the making of a pre-bid purchase, within the 6 months before the bid is made or proposed, which gives the seller a benefit that depends on the value of consideration to be offered under the bid (an "escalator") and
• s621(3), which provides that consideration offered for securities in the bid class under a takeover bid must equal or exceed the maximum consideration that the bidder or an associate provided, or agreed to provide, for a security in the bid class under any purchase or agreement during the 4 months before the date of the bid.

Further, it is an offence for a person to propose publicly to make a takeover bid for securities in a company if that person does not make offers for the securities under a takeover bid within 2 months after the proposal.6 The terms and the conditions of the bid must be the same as or not substantially less favourable than those in the public proposal.

http://www.takeovers.gov.au/content...mmary_of_takeover_provisions_in_australia.htm