The rules of engagement between Macquarie Bank and Alinta have been set out, with a company announcement saying the bank had agreed to the utility's conditions for co-operation during the proposed management buyout process.
The rules of engagement between Macquarie Bank and Alinta have been set out, with a company announcement saying the bank had agreed to the utility's conditions for co-operation during the proposed management buyout process.
The bank joined with former chief executive Bob Browning and former chairman John Poynton's MBO group, which revealed earlier this month it was considering a proposal for the company.
Under the deal, Macquarie, which has been an adviser to Alinta, agreed that information in its possession related to or generated by its advisory work for Alinta be returned to the company as required.
Alinta may establish a `data room' for that data, but in the meantime the bank has undertaken not to make any use of it unless it is admitted to the room.
Macquarie also agreed that any of its employees with significant advisory roles for Alinta will not be permitted to participate in any sale process unless or until Macquarie is admitted to any dataroom.
The full text of an Alinta announcement is pasted below
Alinta announced today that Macquarie Bank has agreed to conditions sought by Alinta in relation to the bank's future role in any transaction arising as a result of the Management Buy-Out proposal, which was announced to the market on 9 January 2007.
In its initial approach to the Alinta Board, Macquarie recognised the need to deal with any areas of potential conflict of interest to Alinta's satisfaction.
Alinta has sought and received Macquarie's agreement to be bound by a number of protocols in relation to the MBO Group or any sales process that may be implemented by Alinta. The Company has requested these protocols to ensure that conflicts of interest relating to Macquarie's previous advisory role are addressed and there is a fair and transparent process for all parties interested in
bidding for the Company.
Macquarie, which has been a long-standing advisor to Alinta, has agreed, amongst other things, that:
The Alinta Board had concluded that it is in the shareholders' interest for Macquarie to be eligible to participate on the buy side of any ensuing transaction. Macquarie may participate in the development of a proposal on the condition that it will not participate in any bid for Alinta except through the sale process organised by Alinta.
These arrangements have been put in place to facilitate a fair and competitive process with respect to other potential bidders. Any proposals from the MBO Group and other potential bidders would be assessed against the Company's internal restructuring proposal foreshadowed on 15 November 2006.
Alinta reiterates that it has not received any proposal, nor is there any certainty that any offer will eventuate or be recommended by the Board.
