Takeover target Midwest Corporation Ltd has appealed to the Takeovers Panel, seeking a declaration of unacceptable circumstances in relation to the offmarket takeover bid made by Murchison Metals Ltd.
Takeover target Midwest Corporation Ltd has appealed to the Takeovers Panel, seeking a declaration of unacceptable circumstances in relation to the offmarket takeover bid made by Murchison Metals Ltd.
Midwest claims that statements made by Murchison in its bidder's statement in relation to Midwest's Jack Hills Project, including targeted iron ore production, were materially misleading because Murchison had not provided a reasonable basis for them.
The company will seek that Murchison release a second supplementary bidder's statement and order that all acceptances by Midwest shareholders of the takeover offer prior to the receipt of the second supplementary bidder's statement be cancelled.
An announcement from the Panel says it has not decided whether to conduct proceedings in relation to the application, noting that it had not received yet submissions from other parties to the application.
The full text of a Midwest announcement is pasted below
Midwest Corporation Limited ("Midwest") advises shareholders that it has made an Application to the Takeovers Panel in relation to the off market unsolicited takeover bid announced by MMX Investments Pty Ltd ("MMX"), a wholly owned subsidiary of Murchison Metals Limited ("Murchison") on 10 October 2007. Midwest seeks a declaration of unacceptable circumstances and final orders.
The application relates to statements made by MMX and Murchison in the bidder's statement lodged with the Australian Securities and Investments Commission on 19 October 2007 ("Bidder's Statement") by MMX in relation to a number of statements regarding the Jack Hills Project, including targeted iron ore production ("Statements").
Midwest has submitted to the Panel that the Statements are forward-looking statements that should have a reasonable basis if they are to be included in the Bidder's Statement. It has submitted further that, in the absence of a reasonable basis and the provisions of appropriate qualifications, assumptions and sensitivities, the statements are materially misleading.
Midwest has sought orders, including the release by Murchison and MMX of a second supplementary bidder's statement and an order that all acceptances by Midwest shareholders of the takeover offer prior to the receipt of the second supplementary bidder's statement be cancelled, with those Midwest shareholders being given an opportunity to accept once they have been provided with the second supplementary bidder's statement.
The Midwest Directors reiterate their unanimous advice to shareholders that they TAKE NO ACTION in relation to Murchison's Offer. The Midwest Board will make its formal recommendation to shareholders in due course.
The full text of a Takeovers Panel announcement is pasted below
The Panel advises that it has received an application dated 8 November 2007 from Midwest Corporation Limited (Applicant) in relation to the affairs of the Applicant and an unconditional scrip takeover offer for all of the Applicant's shares by MMX Investments Pty Ltd, a wholly owned subsidiary of Murchison Metals Limited (together Murchison).
Murchison lodged its bidder's statement with the Australian Securities & Investments Commission on 19 October 2007 and a supplementary bidder's statement on 1 November 2007 (together the Bidder's Statement).
The Applicant is seeking a declaration of unacceptable circumstances in relation to certain deficiencies in the Bidder's Statement.
The Applicant submits that the Bidder's Statement should contain evidence that Murchison has a reasonable basis for a number of statements in relation to targeted iron ore production at the Jack Hills project in which Murchison has a 50% interest in through an incorporated joint venture with a subsidiary of Mitsubishi Development Pty Ltd. In particular, the Applicant submits that the life of mine aggregate production target statements are forward-looking statements and are misleading because Murchison has not provided a reasonable basis for making them (including
full details of the assumptions) and consequential statements are therefore also misleading.
The Panel has not decided whether to conduct proceedings in relation to the application. It notes that it has not received submissions from other parties to the application and makes no comment on the merits of the application.
The President of the Panel is currently appointing a Panel to sit on the application.
