Takeovers Panel finds Tenon has not contravened Code


21 May 2004

The Takeovers Panel met on Wednesday 19 May 2004 to consider a complaint from Rubicon Limited that the directors of Tenon Limited had contravened rule 38 of the Code.

Rule 38 prohibits the directors of a company that has received a takeover offer from taking actions having the effect of frustrating an offer or denying the shareholders of the target company the opportunity to decide on the merits of the offer.

Rubicon alleged that the actions of the directors of Tenon in:

  • declining to provide certain confirmations required by conditions included in Rubicon's partial offer for Tenon; and
  • in stating publicly that they did not intend to provide information to an independent expert appointed by Rubicon in relation to those same conditions,

were defensive actions for the purposes of rule 38.

The Panel determined that it was satisfied that the directors of Tenon did not contravene rule 38 of the Code by their actions in relation to Rubicon's offer.

The full text of the Panel's determination is available on the Panel's website atwww.takeovers.govt.nz