Australia: Lion Nathan secures injunction to stop the shareholders’ meeting at Coopers

The brewer Lion Nathan said it has secured an injunction stopping its takeover target, Coopers Brewery, from holding a shareholders' meeting later this month to consider a resolution removing Lion Nathan's pre-emptive rights to buy Coopers shares, AFX communicated on October 11.

The move follows Lion Nathan, launching a A$ 352 mln hostile takeover bid for Coopers last month at A$ 260 per share, which Coopers has rejected. Federal Court Justice Alan Goldberg granted on October 10 an injunction stopping the October 20 meeting of Coopers shareholders going ahead.

Goldberg specified that if Coopers promptly presented a more comprehensive explanatory memorandum to shareholders, the meeting may be able to proceed on October 20. Under the Coopers constitution, Coopers shares up for sale must first be offered to another Coopers shareholder, secondly to AMP or any other Coopers employee superannuation fund and thirdly to Lion Nathan.

Lion Nathan argues that if Coopers shareholders vote in favour of the resolution to remove Lion Nathan's pre-emptive rights, they will effectively put an end to the takeover offer.

So far Lion Nathan states that it has obtained agreements from 11 of Coopers' 117 shareholders wanting to sell their shares in the South Australian brewer. In its bidder's statement released on October 10, the brewer, which has a A$260 per share, A$352 million offer for Coopers on the table, said it had acceptances covering 10.7 % of Coopers' shares.

"Our bidders statement again highlights that our offer of A$260 per share represents a rare opportunity for Coopers shareholders to achieve a sale at fair market value," chief executive Rob Murray said.

"Some 11 shareholders have already entered into pre-bid sale agreements ... for some or all of their shares, even though the offer is yet to open, and further, there is interest from a number of other shareholders."

Lion said it did not believe the calculation of a "fair value" for Coopers shares by Coopers' auditor was a fair and equitable process, and urged shareholders to ask the Coopers board whether they had sought an independent opinion. Lion said Coopers' directors had increased their shareholders by 22.3 % since 1992, and said shareholders should ask whether all shareholders would be treated equally if shares were to come up for sale.

The Coopers board said on October 10 that it would set out its reasons for rejecting Lion's bid in a target's statement to be released in about two weeks.

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