Navitas founder Rod Jones and his fellow board members have failed to reach agreement on insider protocols designed to manage conflicts of interest affecting the takeover target.
It said this was the simplest and best solution to manage the inherent conflicts between Mr Jones’ role as a director of Navitas and his involvement in the BGH consortium that wants to buy the company.
“However, in the interests of moving forward on a basis that could accommodate Mr Jones’ expressed intent to remain as a director of Navitas, the board has attempted to work with Mr Jones to document the arrangements it has already put in place in order to manage these conflicts,” the company said.
“While Mr Jones has delivered a signed set of insider protocols, they have not been agreed with the board and do not reflect what the board believes are reasonable and necessary insider protocols to maintain the board’s ability to pursue the best interests of Navitas and all its shareholders.
The company did not provide any details on its preferred protocols.
Mr Jones, who stepped down as managing director earlier this year but continued as a non-executive director, has been on leave from the board.
Since the BGH takeover proposal was announced three weeks ago, the board has removed Mr Jones’ access to company information, board papers and emails.
The board also announced today it has decided to engage with the BGH consortium despite concluding BGH's indicative proposal “does not reflect the value implied by management’s strategy and plan”.
This engagement would comprise a detailed management presentation, delivered under an appropriate nondisclosure agreement, intended to be presented in the week commencing November 5.
The Navitas board said it would seek to ensure that the terms access do not impede the likelihood of a superior competing proposal emerging.