Originally published 6 July 2020, republished 8 July 2020:
Metlifecare Ltd has called off its shareholder meeting set down for Friday, called in support of advancing litigation over the withdrawal of a takeover offer by Swedish fund manager EQT, after EQT subsidiary Asia Pacific Village Group Ltd posted a new offer on Sunday.
In the new offer, EQT has cut its price from $7 to $6/share.
EQT agreed to pay $7/share under a scheme implementation agreement entered into on 29 December, but withdrew its offer on 7 April. The on-market price got down to $3.16 the next day.
The price was at $5.22 on Friday, but jumped to $5.76 on Monday.
EQT’s non-binding indicative offer on Sunday was made on a without-prejudice basis under a scheme of arrangement.
Metlifecare chair Kim Ellis said the company’s board had committed to engaging with APVG in good faith to see if the offer can be converted into a binding scheme implementation agreement.
It would require Metlifecare to fully settle the litigation.
Mr Ellis listed 4 points among the revised terms of the proposed new agreement:
- scheme consideration of $6/share in cash
- no material adverse change condition
- no requirement that the scheme consideration be within or above the independent advisor’s valuation range, and
- a requirement that a majority of Metlifecare directors – not all – recommend that shareholders vote in favour of the scheme of arrangement on announcement of the new agreement.
In these circumstances, Metlifecare decided to defer Friday’s shareholder meeting.
Mr Ellis said the Guardians of the NZ Superannuation Fund had broadly supported Metlifecare urgently progressing the new offer and deferring the shareholder meeting to do so.
Mr Ellis said: “We have always indicated that the board of Metlifecare is open to engaging on any reasonable alternative proposal. We welcome receipt of APVG’s non-binding indicative offer and intend to canvass shareholders on whether they prefer this alternative.
“While there remain a number of issues to resolve and there is no guarantee we will be able to reach agreement, we look forward to productive discussions with APVG.”
Metlifecare is being advised by Jarden Partners Ltd, Simmons Corporate Finance Ltd & law firm Chapman Tripp.
9 June 2020: Metlifecare chases shareholder support for legal fight, releases advisor’s report
3 June 2020: Metlifecare gets nowhere in court, will call shareholder meeting on canned buyout
29 April 2020: Swedish fund gives notice of complete exit from Metlifecare as NZ company repeats “you can’t” bluster
8 April 2020: Metlifecare buyer sends pullout notice, Metlifecare says it can’t
25 March 2020: Metlifecare moves buyout scheme forward though market price way below offer
20 November 2019: Metlifecare gets buyout offer, suspends share buyback
Attribution: Metlifecare release.