Becker Group Limited 02 – Panel Receives Application [25/06/2007] The Takeovers Panel

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TP07/41
Monday, 25 June 2007

Becker Group Limited 02 – Panel Receives Application

The Takeovers Panel advises that it has received an additional application today from Dolphete Pty Limited (Dolphete), in relation to the affairs of Becker Group Limited (Becker Group).

Becker Group is the subject of an off-market takeover bid by Prime Media Broadcasting Services Pty Ltd (Prime and Prime Offer), a wholly owned subsidiary of Prime Television Limited. The Prime Offer has been declared free of all defeating conditions and is currently due to close on 12 July 2007.

Dolphete's application relates to the acceptance by the Messrs Richard and Russell Becker (42.6% shareholders in Becker Group) into the Prime Offer on 22 June 2007. Dolphete submits that such an acceptance, at that time, was inappropriate in the face of the unconditional nature of the Prime Offer, the Prime Offer closing date, and Becker Group's announcement that it has received preliminary expressions of interest which potentially could lead to a takeover bid in competition with the Prime Offer.

In its application Dolphete submits that the acceptance, if allowed to stand, closes off the potential for any higher offer, such that the existing competition and potential competition in the market for control of Becker Group (to which Becker Group referred in an ASX announcement dated 13 June 2007) has been destroyed.

Dolphete seeks various final orders requiring:

  • Prime to accept or match a superior third party bid which is announced by the close of the Prime Offer (currently 12 July) in respect of 42.6% of Becker Group shares;
  • Prime to allow that any shareholder who accepted the Prime Offer after the announcement of Messrs Becker's acceptance be permitted to withdraw their acceptance; and
  • supplementary disclosure following the Becker Group 01 proceedings (see TP07/39).

The Panel has not decided whether to consider the additional application as part of the original application or treat it as a new application, and in the latter case whether to conduct proceedings in relation to the Application. The Panel makes no comment on the merits of the Application.

The President of the Panel is appointing a sitting Panel to consider Dolphete's application.

Nigel Morris
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501