Phillips Fox has advised listed resort operator BreakFree Limited in its successful defence of a hostile $57.8 million takeover bid by competitor S8 Limited.
Brisbane partner Eugene Fung led the Phillips Fox defence team.
The bid was first announced as a scrip bid in July 2003 but was then withdrawn in October and replaced with a cash offer to shareholders of $1.51 per share.
In the course of the six-month long takeover bid, Phillips Fox represented BreakFree in five separate proceedings before the Takeovers Panel, and in a subsequent Supreme Court application brought by S8.
The Panel proceedings considered the Panel’s “frustrating action” doctrine and the Australian Securities and Investments Commission’s Truth in Takeovers Policy.
According to Fung, prior to the bid, S8 had acquired about 19 per cent of BreakFree “off the market”. When S8’s offer ended on 24 December last year, it had managed to buy about another 5 per cent of BreakFree, taking its holding in the company to just over 24 per cent.
On 30 December, the Board of BreakFree said in a statement it would now consider S8 as it would any other shareholder “with the added stricture resulting from S8’s position as a close and hostile competitor”.
“BreakFree has no present intention of any further engagement with S8. The company’s priority now is to quickly implement its growth strategy, which has been delayed for several months by the takeover interference.”
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