The panel was called in last month after one of the bidders, Australia’s Murray Goulburn Co-operative, claimed that Saputo, the Canadian company that had gained the backing of the Warrnambool board, had misinformed shareholders over the terms of its proposed acquisition last month.
“The panel was strongly of the view that unacceptable circumstances had occurred in relation to the announcements… by both Saputo Dairy Australia and Warrnambool,” the industrial disputes body said in a statement.
Warrnambool had announced that it intended to declare special dividends on November 15 with a record date 11 days later, subject to Saputo’s bid reaching certain thresholds.
Saputo announced on the same day that accepting shareholders would then be able to receive part of their consideration in the form of franked dividends, and that some shareholders would benefit from the associated franking credits.
“The panel considers that Saputo and Warrnambool were bound by these statements under the truth in takeovers policy,” continued the statement.
“However the structure was essentially unworkable, and on November 25, Warrnambool announced it had revoked its previous intention to declare the dividends. Saputo announced on the same day its intention to revert to takeover consideration, which did not include franked dividends and associated franking credits.”
Murray Goulburn called the new deal misleading, and the panel agreed, saying the revisions "caused confusion and disruption to the market for Warrnambool shares”.
It added: “This was even more problematic in the context of the competing bids for Warrnambool. The announcements put into place arrangements that were complex, created uncertainty and were most undesirable.”
To resolve the issue, the panel said it would accept a simplified offer from Saputo that gives shareholders "at least as much value as would have been received under the special dividends proposal announced on November 15.”
In essence, the panel has told Saputo that if it attains more than 50% of Warrnambool shares during its offer period, it must agree to pay A$9.20 per share; if the figure reach 75%, it will agree to pay A$9.40 per share; and then A$9.60 per share if more than 90% of stock is acquired.
Warrnambool shares remain halted at the request of the company, pending an announcement.