It will be a Scheme of Arrangement which I'm pretty sure means that if 51% of shareholders (excluding LE and related parties) stupidly vote in favour then the acquisition is approved and you have a choice to either accept the offer (effectively at $4.60) or roll-over into the new entity with even less shareholder protections.
The major problem with the Independent Board Committee (IBC) is that its recommendation is not independent. Mats Johnson has been a director for 9.5 years and also an Executive - Chief Marketing Officer. The IBC process is tainted and should be subject to an ASIC review if enough people complain to the Deputy Commissioner.
In FY24 and FY25, LE has lowered the dividend payout ratio so as to build up cash to approximately $1.0 billion. This means he funds 25% of the acquisition price through cash held at bank. Probably under the Corporations Act (2001) amounts to oppression of minority interests.
Note the last time LE increased his stake in VGW in 2023 was when there was a massive increase in marketing spend which reduced short-term profitability and drove a massive revenue and profit increase in FY24. Same play book in 2H25, increase marketing, lower profits, buy shares cheaply.
