Ascendis Health’s takeover and potential delisting by a consortium that includes its CEO Carl Neethling that was the subject of a Takeover Regulation Panel (TRP) compliance ruling has been called off, because there is not “sufficient comfort the transaction will complete”.
The announcement saw Ascendis’s share price falling 10.13% to 71 cents on Friday. The minorities had been offered 80 cents a share by the takeover consortium, prior to a potential delisting from the JSE.
Last week the high court had set aside the TRP ruling on the basis that it was unlawful for lack of procedural fairness towards Ascendis’s non-executive director Theunis de Bruin and Calibre Investment Holdings, an investment group headed by Neethling, and remitted the matter back to the TRP, following an urgent application to the court by the company and the consortium.
According to additional information received by Business Report, the TRP was post the high court ruling intent on conducting a “completely refreshed investigation followed by an evidentiary hearing interrogating witnesses”, proceedings that may take many months to complete.
However, this was unlikely to have been in the interests of Ascendis, its shareholders and the takeover consortium. It was also viewed as “highly improbable” that the TRP would continue with such an investigation should the transaction be allowed to lapse.
“The relevant member of the consortium that underwrote the requisite bank guarantee required for the transaction (offer to minorities and delisting) has elected not to renew the bank guarantee which expires on July 20,” Ascendis said in a statement on Friday.
Earlier this year Calibre Investments had put up a R250 million guarantee to buy out Ascendis’s shareholders.
Consequently, the takeover consortium elected not to extend the fulfilment date for the remaining conditions precedent to the exit offer beyond July 20, 2024 and as a result, the transaction would not proceed, Ascendis said.
BUSINESS REPORT