The case brought by opponents of Raphael Geminder's bid to take full control of Pact Group has been rejected by the Takeovers Panel, following undertakings given by Geminder's investment vehicle.
The decision by the Panel not to proceed with an investigation into Geminder's approaches to remaining Pact shareholders means he is now free to pursue further share acquisitions. He currently stands at 87.18 per cent of the company, tantalisingly close to the 90 per cent he needs to be able to obtain the rest of the share through compulsory acquisition.
However, his opponents David Harris and Mark Gandur, who brought the case to the Takeovers Panel own six per cent, leaving less than seven per cent of the shares in play, and those shareholders have so far demonstrated no interest in selling to Geminder.
Harris and Gandur, who are trying to block or delay the Geminder's bid, had requested the Takeovers Panel stop any further share acquisitions by Bennamon, the wholly owned subsidiary of Geminder's Kin Group. They claimed that letters and emails from Bennamon to remaining Pact shareholders contained "threats" and were "misleading" and "coersive".
Bennamon gave an undertaking to the Panel that it would offer any shareholders that it bought shares from in the period since1 March the option to buy them back if they wanted to, and said it would write to the shareholders with that offer.
That was enough for the Takeovers Panel, which decided it would not proceed with any further investigation.
Harris and Gandur claim Geminder owes them $30m in earn-out fees from a coat hanger business he bought from them in 2018, a claim Geminder disputes
Geminder has been aiming to acquire 100 per cent of Pact since September. His initial low-ball offer of 68c a share was rejected by both the board and shareholders. In January he upped it to to 84c a share, which caused the board and around two thirds of the remaining shareholders to accept the bid. Since then though acquisition has been proceeding at a snail's pace.
