Noble Group Limited (“Noble”) announced today that following the Takeovers (review) Panel‘s
declaration of unacceptable circumstances in relation to the Whitehaven Merger proposal, Gloucester shareholders are now a step closer to an open and competitive auction for the control of their company. The responsibility now squarely rests on the shoulders of Gloucester’s Board to ensure that Gloucester shareholders are not saddled with risks and uncertainty of what is essentially a Whitehaven scrip takeover.
Since the Gloucester Board entered into the Whitehaven Merger, circumstances have significantly and materially changed. Firstly, Noble made an attractive cash offer to all Gloucester shareholders, and secondly, the review Panel has confirmed that the Whitehaven Merger gives rise to unacceptable circumstances.
The review Panel considered unacceptable circumstances existed because, contrary to the Eggleston Principles, the Whitehaven Merger acted as a lock up device of Gloucester, and prevented the Board and shareholders from considering alternative offers for Gloucester.
Noble continues to believe the Whitehaven Merger, which is in effect a reverse scrip takeover of
Gloucester, should be reviewed and voted on by Gloucester shareholders as per the original
Takeover Panel orders. Noble disagrees that the future course of Gloucester should be determined by the same Directors who deemed it appropriate to structure a merger that locked up the company so other offers could not even be considered.
Nevertheless, given yesterday’s Panel orders, and as good corporate governance demands, the
Board of Gloucester has now been empowered to terminate the Whitehaven Merger as it is
currently structured and ensure that there is an open and competitive auction for the control of
Noble is disappointed the Board of Gloucester has already continued to endorse the Whitehaven
Merger, which Noble believes is to the detriment of Gloucester’s shareholders. Director of Noble Energy, Mr Will Randall, said; “In structuring the Whitehaven Merger the Gloucester Board deliberately sought to deny its shareholders the opportunity to consider alternative bids through an auction process. We are disappointed by the conduct of the Gloucester directors and their disregard for the views of their shareholders. Why would they trade-away control of Gloucester by proposing an all-scrip takeover, while locking up their ability to consider other potentially superior offers? “There is one clear set of winners out of the proposed Whitehaven merger, and that is Whitehaven’s shareholders.“The Panel has declared that this approach was unacceptable. The Panel’s decision has now cleared the way for the Gloucester Board to properly discharge its fiduciary duties, so that all Gloucester shareholders can realise the benefits of other superior proposals.”
Mr Randall added; “As a long-term shareholder and customer of Gloucester, Noble understands the coal business, and the certainty of our cash offer in this market continues to be attractive,
particularly given the Whitehaven Merger is reliant on overcoming significant risks associated with delivering Gloucester’s synergy forecasts.
“It is clear the Gloucester Board is back on the same path of making decisions on behalf of
shareholders, that Noble believes does not maximise value upon a change of control.”
Noble’s Offer remains conditional only upon the Whitehaven Merger not proceeding and certain
prescribed occurrences. Noble will despatch its bidder statement to all Gloucester shareholders as soon as possible.