SSH Medical Limited – Panel Publishes Reasons [15/10/2003] The Takeovers Panel

Wednesday, 15 October 2003

SSH MEDICAL LTD: PANEL PUBLISHES REASONS

The Panel has today published the reasons for its decision in the SSH Medical Limited (SSH) proceedings. The proceedings arose from an application made on 1 September 2003 (Application) by SSH alleging unacceptable circumstances in relation to an off-market scrip bid by Analytica Limited (Analytica) for all the shares in SSH (Bid).

Ultimately the Panel was not required to decide whether unacceptable circumstances existed in relation to the affairs of SSH. Shortly after it decided to commence proceedings, Analytica announced that it would not make offers under its Bid. Following Analytica's announcement SSH applied to the Panel seeking leave to withdraw the Application.

The Panel had concerns with various issues arising under the Bid, such as the inclusion in the Bidder's Statement of conditions of which the market was not informed when the Bid was announced. The Panel was also concerned with Analytica's subsequent decision not to proceed with the Bid. The announcement of a bid may lead to a false market in shares in the target (and perhaps of the bidder) if a bid is not made as announced.

However, continuation of the proceedings could not have remedied these concerns, as the Application concerned the alleged defective nature of the Bid.

In the absence of any submissions objecting to the withdrawal, on 22 September 2003 the Panel consented to the withdrawal of the Application on the basis that:

  • the circumstances leading to SSH's request for consent to withdraw the Application arose as a result of the parties' good faith attempts to resolve their dispute; and
  • there was no reason to believe that the unacceptable circumstances complained of in the Application would continue.

The sitting Panel comprised Braddon Jolley (sitting President), Elizabeth Alexander (deputy President) and Irene Lee.

The reasons are available on the Panel's website at: http://www.takeovers.gov.au/Content/Decisions/decisions.asp

George Durbridge,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3553 Fax: +61 3 9655 3511
george.durbridge@takeovers.gov.au