PSG walks away from Advtech battle 'for now'

02 August 2015 - 02:00 By Ann Crotty

After much theatrics and indignant exchanges of views, this week's decision by PSG-backed Curro to take down the tent it had pitched outside Advtech and move on came as something of a shock to the market. It's not like PSG to walk away from a battle, particularly one for which it has considerable shareholder support. But on Wednesday that's precisely what it did. It announced it was withdrawing its "conditional firm intent to make an offer" equivalent to R13 a share for Advtech.PSG Capital MD Johan Holtzhausen said it's "backing off completely ... for now". The "for now" holds out the prospect that Advtech shareholders might yet get to enjoy the benefits of a hostile battle for control, or, at least, not see the share price slump back to the R9 level it was trading at before PSG made its move.Asked if PSG might consider adopting the same sort of tactics as Bidvest did a few years ago, when the board of Adcock refused to recommend its offer to shareholders, Holtzhausen said: "It's always a possibility, but the question is whether we could do better putting the cash into Curro."story_article_left1In 2012, after the Adcock board refused to refer Bidvest's offer to shareholders, it promptly scoured the globe for potential white knights to protect it from another assault by Bidvest. Bidvest responded by launching a general offer open to all Adcock shareholders for a 34.9% stake.It was a blocking tactic that did not secure control for Bidvest but did ensure it would be extremely difficult for any white knight, such as Chile's CFR, to get an uncontested hold on the company.If PSG/Curro acquired a stake of even 25% it would make life difficult for Advtech. "It could block special resolutions, so nothing of any substance could happen," said one legal adviser.The deal just abandoned by PSG and Curro involved a scheme of arrangement, which requires backing from 75% of the shareholders. A scheme also requires the support of the Advtech board, which has to propose it to the shareholders.Holtzhausen said they wanted the transaction to be friendly and that they needed access to certain "non-strategic but material financial information" not available in Advtech's public documents."One critical issue for us was whether Advtech owns or leases its properties, and if [it] leases, what are the terms?" he said. Without this sort of detail, it was difficult to make an unconditional firm offer. Holtzhausen said the Advtech board initially supported the offer when talks started in April but it appears things stalled when it came time to do the due diligence.story_article_right2Didier Oesch, Advtech's financial director, acknowledged the board engaged with PSG and Curro on their approach. "We considered their proposal and we engaged with them. We had some concerns, which we raised with them, and, based on their response - or lack of it - we decided not to refer it to shareholders."Oesch said disclosure in the annual reports was clear: "Our properties are secure, whether they are owned or leased."He said there was nothing the board could do if PSG and Curro started building a stake of less than 34.9%."If they chose to go that route it's out of our control."A third option would be for PSG and Curro to make a "section 123 offer", which goes directly to shareholders.Holtzhausen said the disadvantage of this was that it required support from 90% of shareholders. Given that management and the board hold 5% to 10% of Advtech, this level is unlikely to be reached. In addition, without the board's support, PSG and Curro would not be able to do even the limited due diligence it believes is needed to make an unconditional offer.By the close of trade on Friday, Advtech had eased back to R12.22...

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