04 October, 2005

Australia: Coopers could be forced to disclose more information to the shareholders

Coopers Brewery might be forced to provide shareholders with more information as it tries to block Lion Nathan's attempts to stop the Adelaide brewer making itself takeover-proof Sydney Morning Herald announced on October 4, 2005

With its hostile A$352 million, A$260 a share offer for Coopers on the table, Lion has taken Coopers to the Federal Court in Melbourne. It claims critical information had been left out of Coopers' explanatory memorandum leading up to an October 20 meeting which aims to remove Lion's third-tier pre-emptive rights.

For Lion, Neil Young, QC, told the court yesterday: "This meeting is going to be held before shareholders have the benefit of information from the directors of Coopers that is required to be set forward in the target statement."

Judge Alan Goldberg said investors needed to know that if they voted to take away Lion Nathan's pre-emptive rights, it was likely that "an offer of A$260 a share goes out the window".

The democratic right to hold the meeting was not in dispute, the judge said. What was critical, however, was that material information was available to shareholders. "Part of a democracy, whether it is in companies or in nation states, is full information. "Counsel for Coopers, Dick Whitington, QC, told the court Coopers was prepared to issue a revised document. "We undertake the further memorandum to meet the criticism of Lion Nathan, without saying the present memorandum is insufficient," Mr Whitington said.

In Lion's statement of claim, the trans-Tasman brewer said Coopers had not told shareholders the offer was at a substantial premium to the A$45.01 buyback price in 2003, that removing the third-tier rights would affect their investment's liquidity, and that the prospect of them getting the same price "will be very substantially reduced".

Furthermore, it said Coopers directors had failed to disclose their material interests in the proposed changes to the company's constitution. These details included "the respective shareholdings of each director, the number of shares purchased by each director in the last five years, the price for which such shares were purchased, and the current intentions of each director with respect to purchasing any further shares in Coopers."

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