Is anybody familiar with the process of a potential partial takeover for existing shareholders.
i.e would everybody get the opportunity to sell 75% of their shares for $9.45?
Yes - you should have a look at the recent partial takeover bid for Abano Healthcare if you want a case study - in that offer the acquirer was after 50.01% of the subject company. Incidentally Ted, the RBD chair will be familiar with this as he was until recently on the Board of Abano.
It will depend on the offer documents that are not yet available.
You could potentially offer some or all of your shares to the acquirer (because if there are shareholders that don't want to offer any shares to the acquirer they might want all of your shares to get to 75%).
In the case, that the offer was oversubscribed (e.g. they were offered more than 75% of the shares on the registry) then they would be scaled down pari passu across all the shares offered so that they would get 75% of the shares on the registry. If the offer is unsuccessful, then they are under no obligation to take any of the shares - although they could potentially still try to acquire shares on the open market in the meantime up until the offer is made (and subject to what rules apply after the offer is made could still try and buy them on open market).
The big difference with partial offers is the "control premium" in that if they did take up 75% of the shares and had control, then the value of the remaining shares would probably diminish as they would be potentially less liquid and the acquirer can do basically what they want (ask anyone who has shares in Richina) - the market tends to not like partial offers because of that. Full takeover offers are usually all or nothing so at least you aren't stuck with shares with a minority interest beholden to a majority shareholder - on the other hand, there are shares with majority shareholdings and small free floats (BGR and MHI come to mind as well as the gentailers like Mercury, Genesis and Meridian as well as Air NZ) but these were sell downs with a known party not via a partial takeover.
The question for RBD holders is whether the $1 premium is enough for the control and what might happen with an unknown shareholder (so what might happen with your remaining shares).
I'd heed the warning of the board and wait to see more details about the offer as well as the RBD board's response - clearly the acquirer sees value in RBD and this isn't RBD's first takeover that they have rebuffed. CVC had a go in 2005 but couldn't sort a deal with Yum about the franchises... and the SP was $1.10 and subsequently went all the way down to $0.55 when Tower quit their 10% stake (they once had 20%) in 2007 but it's a very different company from what it was in 2005.
Disc: Holding RBD
Last edited by Rep; 18-10-2018 at 03:48 PM.
Reason: Disclosure
Originally Posted by Balance
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