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Minters and Mallesons battle it out in takeover offer

Minters and Mallesons battle it out in takeover offer

Minter Ellison is acting for Aevum and Mallesons Stephen Jaques is acting for Stockland on the latter's $1.50 per share all-cash unsolicited takeover offer of the former, valued at $266 million.…

Minter Ellison is acting for Aevum and Mallesons Stephen Jaques is acting for Stockland on the latter's $1.50 per share all-cash unsolicited takeover offer of the former, valued at $266 million.

The unsolicited offer, made on 2 August, was unanimously rejected by Aevum's board, which described it as inadequate and opportunistic. An independent expert report from Lonergan Edwards further concluded that Stockland's offer was neither fair nor reasonable and ascribed a mid-point value of $2.07 per Aevum share.

In response to Aevum's target statement and independent expert's report, Stockland unilaterally increased its offer price to $1.80 and at the same time declared it unconditional and final as to price.

The response of Aevum's board to the increased price was to recommend that shareholders with a short to medium term investment horizon accept the revised offer in the absence of a superior proposal, and that shareholders with a longer-term investment horizon with a focus on seeking to realise the full underlying value of Aevum consider rejecting Stockland's offer.

The Aevum board also noted that if Stockland gained effective control of Aevum, it may (having regard to the prevailing circumstances) recommend that all shareholders accept Stockland's revised offer (assuming it was still open at such time).

Stockland subsequently announced that it had secured greater than 50 per cent of acceptances. In light of this, and also because it had entered into a recommended bid agreement whereby Stockland agreed to extend the offer period further, among other things, the Aevum board revised its recommendation for all shareholders to accept Stockland's increased offer.

The offer has been extended until 29 October 2010.

Minter's M&A advisory team is being led by partners Costas Condoleon and Michael Barr-David, senior associate Hemang Shah, and lawyers Andrew Knibb and Adrian Tan.

The corporate advisory team included partners Victoria Mathewson and Mark Standen, and senior associate Mariana Veljancevska.

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