The board of Platinum Asset Management has made a statement regarding a proposal from Regal Partners to acquire the company.
Earlier this month, Platinum confirmed that it had received an unsolicited confidential, non-binding, indicative proposal from Regal Partners to acquire all of the shares in Platinum it does not already own via a scheme of arrangement.
Shareholders would receive 0.274 Regal shares for each Platinum share held. Moreover, prior to implementation of the scheme, Platinum would be permitted to pay a fully franked special dividend to its shareholders, from its own cash reserves, of 24¢ per Platinum share.
The consideration would be reduced for Platinum’s FY24 final dividend, which was previously announced last month at 4¢ per Platinum share, and any other dividend paid by Platinum other than the permitted 24¢ per Platinum share special dividend.
In a statement to the ASX, Platinum said its board has considered the proposal and made a unanimous decision.
“The board of Platinum has now considered the Regal proposal, including by obtaining advice from its financial and legal advisers, and has unanimously concluded that the current terms of the Regal proposal undervalue Platinum, and, as a result, the Regal proposal is not in the best interests of Platinum shareholders. The board has therefore determined to reject the Regal proposal in its current form.”
The board said it considered multiple factors in reaching this decision:
- The board’s assessment of the standalone inherent value of Platinum in a change of control context, including with reference to its current turnaround strategy, outlook, planned future growth initiatives and available capital management strategies.
- The board’s assessment of the absolute and relative value of the Regal share consideration being proposed, including with reference to the potential benefits and costs of any combination, as well as the share of the merged business that Platinum shareholders would hold if a binding transaction was entered into on the terms of the Regal proposal.
- The conditional nature of the Regal proposal, with such conditions including the granting of due diligence, the board recommending the Regal proposal to Platinum shareholders and entry into a mutually acceptable scheme implementation deed which would also be subject to a number of customary conditions such as shareholder, court and regulatory approvals.
However, the asset manager said it remains open to considering other proposals from Regal or other third parties. It is understood that Wilson Asset Management and Challenger are also possible contenders to make a bid.
“The board remains open to considering control proposals for Platinum from Regal or other third parties, but will only progress any such proposals if they are on terms that deliver and recognise appropriate value for Platinum shareholders.”
