Deacons acted for Rural Press Limited on its successful takeover of Harris and Company Limited, the publisher of The Advocate newspaper and 40 per cent owner of The Examiner and The Sunday Examiner in Tasmania.
Sydney mergers and acquisitions partner Shaun Clyne, assisted by James Stewart, headed up the Deacons team to bring about the successful conclusion to the ongoing negotiations in the off market bid for all of the ordinary shares in Harris.
The bid was made through Rural Press’s wholly owned subsidiary, Regional Publishers Pty Ltd (RPL). First made on 22 August last year, the bid contained a 70 per cent minimum acceptance condition that was met with a unanimous no vote from the Harris board members, as well as extensive media coverage in Tasmania.
Deacons said the bid was countered by various spoiler tactics from Harris, including a dividend payment and a constitutional amendment, as well as being further complicated by a rival offer from Winpar Holdings Limited to acquire all preference shares in Harris.
But, following the strategic introduction of a tiered offer structure to entice Harris shareholders to accept RPL’s offer, the deal closed on 29 December last year with RPL receiving acceptances representing more than 85 per cent of the ordinary shares in Harris. RPL was unable to “compulsorily acquire” Harris’ remaining shares as it had not reached the 90 per cent threshold required.
RPL’s tiered offer involved increases in the per offer share from the initial $31 to $31.50 and then $32.00 per ordinary share if it received acceptances representing at least 70 per cent of the ordinary shares in Harris. The offer would have risen to $32.50 per share if RPL had managed to get acceptances representing at least 90 per cent of the ordinary shares in Harris.
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