A consortium led by Phil King’s Regal Partners will have to pay additional compensation if it proceeds with aand derails its proposed merger with rival fund manager Pendal Group under a court decision, sharply reducing the bid’s prospects.
Justice Black noted that, despite this situation having yet to arise, “there was a real dispute between the parties” if a higher offer for Perpetual did emerge.CLSA analyst Ed Henning said the court decision did not explicitly preclude a second offer but conceded it “makes it slightly more complicated” and, on balance, the Pendal merger was the more likely to succeed.
The Australian Securities and Investments Commission had lawyers in the room observing the proceedings as it fulfils its supervision role around schemes of arrangement. “The court declared that the payment of $23 million, should the Perpetual board seek to exercise its fiduciary carve-out ... does not exclude Pendal’s right to seek specific performance or injunctive relief,” Perpetual said.
In an email to customers, Pendal Group chief Richard Brandweiner said the companies were committed to the merger.