O oh here we go the end is in site.....
From News.com.au
Coopers takeover approved
From: By Blair Speedy and Verity Edwards
December 06, 2005
LION Nathan's hostile $420 million bid for South Australia's Coopers Brewery received a huge boost yesterday when the competition regulator gave its approval for the offer to go ahead and the Takeovers Panel delayed a shareholder vote that could kill off the bid.
Australian Competition and Consumer Commission chairman Graeme Samuel said the regulator wouldn't oppose the bid because the majority of competition in the beer market was between Lion and Foster's Group - while Coopers had just 2 per cent of the national market.
"The evidence also suggested that the removal of Coopers as an independent beer wholesaler also would be unlikely to raise substantial competition concerns," he said.
"While Coopers provides sales and marketing services, it relies on the existing independent wholesale distribution network to physically distribute beer products. This network will remain in place following the acquisition. In the national beer market, Coopers only distributes a small percentage." Accordingly, the ACCC considered that the acquisition was unlikely to result in a substantial lessening of competition, he said.
Lion responded by dropping a number of conditions from its takeover bid and calling for the Coopers board to recommend shareholders accept the offer.
Chief executive Rob Murray said the company would no longer abandon the bid if shareholders voted to approve a proposed share buyback at the second of two extraordinary general meetings scheduled for tomorrow, and also waived a condition for "no adverse action by a public authority".
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The ACCC decision on the merger proposal was originally scheduled to be handed down on December 13, but was brought forward so that shareholders could know the ACCC's stance prior to voting at the EGMs.
But the Takeovers Panel last night announced it would delay the second EGM, at which Coopers' 117 shareholders will be asked to vote on a proposal to remove Lion's pre-emptive right to buy shares in the company, until late next week.
The news came just hours after an earlier announcement in which the panel said it would allow the vote to go ahead as planned, after rejecting an appeal from Lion to give shareholders more time to consider the implications of the Lion bid lapsing.
The panel later agreed to delay the meeting to allow Lion to send out documents to Coopers shareholders regarding the value of their shares and the implications of Coopers board decision to allow shareholders to withdraw any acceptances of Lion's bid.
Coopers said it still planned to hold the buyback EGM tomorrow.
But Lion's hopes for a favourable vote at next week's EGM on its pre-emptive rights received a huge setback when the full bench of the South Australian Supreme Court dismissed an appeal that would have allowed a parcel of 8.5 per cent of Coopers' shares to be voted to keep Lion on the Coopers constitution.
A shareholder vote of 75 per cent is required to remove Lion's pre-emptive rights.
Justice John Perry ruled last month that 114,000 shares belonging to the disputed estate of Phyllis Mary Rondahl were to remain frozen.
The shares' administrator, John Hart, had intended to vote against the resolution to remove Lion Nathan's rights.
In an expedited appeal against Justice Perry's decision, presiding Judge Bruce Debelle granted the executor's right to appeal - but then dismissed the appeal itself.
After the decision, former Coopers chairman and Cooper family patriarch Bill Cooper said he was "quite happy" with the decision and was looking forward to the EGM.