this might explain it
---- Original Message ------
From: "joe harcz" <[EMAIL PROTECTED]
Subject: [acb-chat] human ware takeover causes concern
Date sent: Sat, 12 May 2007 08:30:07 -0400
Humanware takeover causes concern
By MARTA STEEMAN - The Dominion Post | Friday, 11 May 2007
The Takeovers Panel has signalled it has concerns about
Australian investor Jolimont Capital's takeover of Christchurch
hi-tech firm Humanware.
Jolimont, a technology investor, and several managers propose to
buy all the shares held by the approximately 55 shareholders in
Humanware for $10.80 a
share.
The deal is structured as an amalgamation of a Jolimont
subsidiary and Humanware.
The panel, which polices takeovers laws, is concerned that the
principles of the Takeovers Code are being circumvented by
companies using the lower hurdles
of amalgamations and mergers and using schemes of arrangements
that require court approval, rather than panel approval, to take
over New Zealand companies.
Under the Companies Act, an amalgamation requires support from
only 75 per cent of shareholders. Once that is secured 100 per
cent of the shares go to the
new owners.
If Jolimont had made a takeover offer, which comes under the
panel's jurisdiction, it would have had higher hurdles to
surmount. It would have had to win
90 per cent of all the shares in order to acquire the last 10 per
cent by compulsion.
Humanware makes electronic aids for the blind and visually
impaired and expects to reach sales revenue of $65 million this
year. A vote of Humanware shareholders
is scheduled for next Tuesday.
The panel said yesterday: "This is a transaction of the type that
caused concern to the market last year and resulted in the panel
being asked to make new
recommendations to the Minister of Commerce about possible
changes to the law. The panel makes no comment on the merits of
the proposed amalgamation."
Panel senior executive officer Kerry Morrell said the body had no
powers to approve or not the Humanware takeover.
It has asked the Government for law changes to give it more power
to approve mergers and amalgamations and to require the courts to
take into account submissions
from the panel in schemes of arrangements.
The Government has not accepted the panel's proposals and has
asked it to do more work on the issue.
http://www.stuff.co.nz/4055074a13.html
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