Link shareholders vote in favour of Dye & Durham acquisition

Link Group shareholders have voted to approve the Dye & Durham (D&D) takeover following months of negotiations and multiple revised offers.

At a scheme meeting on Monday (22 August), 98.77 per cent of votes cast by Link shareholders were in favour of a resolution to decrease the base cash consideration of the deal from $5.50 per share as originally offered by D&D in December to $4.81 per share as proposed last month.

About 98.71 per cent of votes were cast in favour of the scheme resolution.

Link’s directors unanimously recommended that shareholders vote in favour of the transaction in the absence of a superior proposal.

The takeover is still subject to a number of conditions including approval from the ACCC, which last week concluded its public consultation on an undertaking put forward by D&D.

In June, the competition regulator raised “significant preliminary competition concerns” about the acquisition due to the potential vertical integration of D&D’s operations and PEXA, in which Link currently holds a 42.77 per cent stake.

The proposed court-enforceable undertaking could require D&D to sell its entire Australian business, including SAI Global and GlobalX that it acquired last year, but excluding GlobalX’s UK operations. 

The regulator has indicated that it will announce its final decision on 8 September.

Additionally, the deal is subject to the receipt of regulatory approvals from the Foreign Investment Review Board, the UK Financial Conduct Authority, the Central Bank of Ireland and the Luxembourg Commission de Surveillance du Secteur Financier.

“In respect to the outstanding regulatory conditions precedent, Link Group and Dye & Durham continue to make progress in relation to the satisfaction of the outstanding regulatory approvals by the requisite timing under the scheme implementation deed,” said Link chairman Michael Carapiet.

The Supreme Court of NSW is also required to approve the scheme, with a hearing currently scheduled for 9 September.

“If all regulatory approvals have been received by this time and the court approves the scheme, a copy of the court orders will be lodged with ASIC, following which the scheme will become legally effective and Link Group shares will be suspended from trading on the ASX,” said Mr Carapiet.

The implementation date on which Link shareholders are due to receive the base cash consideration of $4.81 per share is currently expected to occur on 27 September.

Shareholders will also be entitled to receive up to $0.13 per share if D&D reaches an agreement to sell Link’s banking and credit management business within 12 months.

D&D reduced its takeover bid to $4.30 per share in June and then upped the bid to $4.57 per share in July. Both of these offers were rejected by Link.

[RELATED: D&D acquisition won't change space's monopoly: LEXTECH]