MCK - Millennium & Copthorne Hotels NZ Limited

[Interested321]

Thanks Southern Lad.  It is an important point that in certain circumstances non-accepting shareholders have the right to have the offer price reviewed by an independent expert in a takeover. 

This could allow the following scenario to play out
1.  Another sub-par takeover offer is made for MCK and over 90% acceptance is achieved
2.  Over 50% of the remaining shareholders (perhaps including ACC) do not accept it and an independent expert is appointed to value MCK by the Takeovers Panel.
3.  The independent expert values MCK at $4.70 (the previous mid-point of the offer) and shareholders need to be paid that price. 

That may allow fair value ($4.70) to be paid even though the 90% compulsory acquisition threshold is reached at a price below that.  However, I am not an expert in this area and will have a close read of the link you suggested tonight to try and ascertain some clarity.  I would welcome comments from other people on this important issue.

[alkebab]

https://api.nzx.com/public/announcement/470003/attachment/464828/470003-464828.pdf

As of March 2 as per the company report (page 70), CDL was at 83.84% with ACC at 7.81%, leaving around 8.35% held by others.

I believe there were some CDL affiliates on the Top 20 as well from previous posts here taking CDL's total holdings to 85%(?).

Would it make sense for CDL to resume buying on market? The less they have to pay to get to 90% the better especially with the share price falling below $3.30. Previous posts said the creep provisions was going to expire in May this year but there will be a few holdouts in the 8.35% shareholders.

[Basil]

I think with the Kwek family director holding CDL effectively control about 84.6% of the shares leaving 15.4% (half of which is 7.7%).

ACC's holding of 7.81% is more than half of the remaining free float shares so they are the kingmaker and their acceptance together with the Kwek family directors personal acceptance will leave less than 50% of remaining shareholders in a position to object to the price of any further takeover attempt so you can forget about the prospect of takeover price objection procedures, its simply not going to happen.

That's said, ACC know they are the kingmaker and also know that their acceptance removes the ability of other minority shareholders to object so they know they have all the power to enable CDL to drive through a takeover under compulsory acquisition at the price ACC decide to accept.  ACC know they can use this power to get a better deal knowing that whatever price they agree too, gives CDL guaranteed complete ownership of the company at that fixed price.  I know that ACC are determined to get the best price possible for not only themselves but for others.

No thinking or reading of NZX takeover regulations is required here.  Just sit back and leave ACC in the co-drivers seat.  If / when CDL want to make another takeover offer, they have to negotiate with them.