On Friday, Noble – a 21.7% shareholder of Gloucester – launched an off-market cash takeover offer to Gloucester shareholders at a premium of $A4.85 per share, 54.2% higher than before the initial merger proposal announcement.
If successful, the Gloucester-Whitehaven merger would create a company with a market cap of $900 million, putting it fourth in a line-up of its Australian coal peers, below Coal & Allied, New Hope Corporation and Felix Resources.
But Noble sees the merger proposal as a “reverse takeover” of Gloucester.
The company has now made an application to the Takeovers Panel specifying its unacceptable circumstances as well as seeking an interim order to restrain Gloucester from dispatching its bidder's statement for the merger with Whitehaven.
In a release the Takeovers Panel said it had received the application and no decision had been made to conduct proceedings.
For unacceptable circumstances, Noble said the merger proposal would involve a change in control of the company without shareholder input and without Gloucester directors having the ability to recommend a superior proposal.
Noble also said the proposal was structured in a manner that locked out rival proposals for the control of Gloucester and ensured a change of control occurred in an anti-competitive environment.
In seeking an interim order, Noble said the Whitehaven merger proposal should be conditional on no superior proposal for Gloucester being made.
Should the Gloucester directors not consider Noble’s proposal superior, the commodities trader specified in its interim order request that the merger should be conditional on approval by Gloucester shareholders in the event of a competing proposal.
Takeovers Panel director Allan Bulman said the panel had no comment on the merits of the application.
The panel was established under the Australian Securities and Investments Commission Act.
Back in 2007, Noble and private mining group AMCI used their stakes to vote down a takeover offer by Xstrata Coal, despite the wishes of Gloucester’s board.
Gloucester stocks closed down 2c to $4.89 yesterday.
