Aton acquires stake in Aveng
• German group holds enough shares to block approval of tie-up
German industrial group Aton, which has launched a hostile bid for control of Murray & Roberts (M&R), has acquired a 25.4% stake in Aveng in a move that looks certain to kill the proposed transaction between M&R and Aveng. The stake is large enough to prevent the deal from getting the 75% support it will need from Aveng shareholders.
German industrial group Aton, which has launched a hostile bid for control of Murray & Roberts (M&R), has acquired a 25.4% stake in Aveng in a move that looks certain to kill the proposed transaction between M&R and Aveng. The stake is large enough to prevent the deal from getting the 75% support it will need from Aveng shareholders.
Ed Jardim, M&R’s group investor and media executive, referred on Friday to a Sens statement that read the board would assess the latest development and its effect on the proposed deal with Aveng and provide guidance “in due course”.
The announcement on Friday that Aton had bought the Aveng shares is the latest twist in one of the most fractious takeover battles on the JSE in recent years. Since Aton announced in late March that it wanted to buy out the 70% of M&R it did not already own, it has met with stiff opposition from the M&R independent board appointed to consider the merits of the offer.
The M&R board declared Aton’s R17 a share offer, up from an initial R15, to be reasonable but not fair last week.
Much of the tension and involvement of regulators has revolved around a proposed tie-up with Aveng announced by M&R weeks after Aton launched its takeover offer.
Aton has described the proposed Aveng deal as nothing more than an attempt to frustrate its own offer.
M&R has denied it is a frustrating move and said it had been in talks with Aveng several months before the Aton offer was announced.
After getting clearance from the takeover regulation panel, M&R said in June it would conduct a due-diligence investigation into Aveng and on completion decide whether to make an offer to all Aveng shareholders. Jardim said on Friday there were no updates on the due diligence process.
If an offer is made to Aveng shareholders Aton will be able to use its 25.4% stake to block it as at least 75% of Aveng shareholders have to approve the deal.
It also emerged on Friday that M&R has appealed against a recent Competition Tribunal ruling that Aton could vote all of its 44% stake in M&R as long as it represented no more than 50% less one vote of the total shares represented at the meeting.
The ruling was given on an urgent basis ahead of an endJune meeting of M&R shareholders called to indicate whether the board should proceed with the Aveng deal.
As it happened 92.3% of shareholders attended the meeting and the majority voted in support of the board. In its appeal, M&R has called on the tribunal to restrict Aton’s voting rights to 30.2% “pending final approval of the proposed acquisition of control [of M&R] by … competition authorities”.