Australia: Lion Nathan doesn’t give up on Coopers, it requires probe of share allegations

Brewer Lion Nathan has called on the independent directors of its takeover target Coopers Brewery to investigate what it describes as "disturbing" allegations about previous share dealings in Coopers, AAP reported on October 27.

Rob Murray, Lion Nathan chief executive said allegations made in the News Ltd press on October 27 concerning the sale of Coopers shares owned by Industrial Equity Ltd in 2000 were "extraordinary" and went to the heart of several issues now before Coopers shareholders in relation to Lion Nathan's offer.

"Shareholders will already be asking themselves whether the Coopers board has been acting in the best interests of all their shareholders and these allegations will no doubt have added to the questions," Mr Murray said.

The story said that it would had obtained documents that showed that Coopers had made a payment to IEL which enabled IEL to get a price for its Coopers shares far higher than that available to other Coopers shareholders. The story said there was no identification of the payment in the 2000 accounts (of Coopers) and no disclosure in the annual report.

A Coopers’ spokesman said that Coopers would not comment on press speculation.

Under the pre-emptive rights regime governing the sale of Coopers shares, Coopers shares up for sale must first be offered to other Coopers shareholders.

The purchaser of the shares can accept the price nominated by the seller or ask for the Coopers auditor, KPMG, to assess a "fair value" for the shares, which can be lower than the price asked for by the seller.News Ltd reported that Coopers had made a "difference payment" to IEL in relation to a parcel of Coopers shares that IEL was selling.

The difference payment amounted to the difference between the fair value assessed by KPMG and IEL's asking price, which was higher than the fair value.

Lion Nathan CEO, Mr Murray said the operation of a pre-emptive rights regime has been central to the ability of Coopers shareholders to achieve a fair price for shares they wished to sell. "It is vital that these allegations receive a full and satisfactory response from the Coopers board," he stated.

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