David Jones Defends Handling of Incomplete Takeover Bid
Was the disclosure of an unconfirmed takeover offer necessary at all? David Jones believes so as it informed the Australian Securities Exchange (ASX) Monday night that transparency was its utmost concern when it broke the news of an impending buyout that failed to materialise.
David Jones, according to Caroline Waldron, the luxury retailer's corporate secretary, "was concerned to ensure that, at all times, there was not likely to be information in the public domain that would lead to trading based on a false market."
Ms Waldron further revealed that the company first got wind of the unsolicited offer when the UK-based EB Private Equity (EBPE), which market observers noted as an unknown group of investors, sent a letter on May 28 expressing its interests to possibly acquire a majority stake on David Jones.
She described the offer as "highly conditional, uncertain and incomplete expression of interest," which led the company board to set aside the proposal while informing formally the interested suitor.
Allegedly, the European suitors sent a follow through a month after, which again was deemed by David Jones as "uncertain and incomplete."
The matter would have come to pass without the public learning of the correspondence but a day after the second letter was sent, David Jones was informed that a leak on the bid would come out, forcing the firm to jump in the gun by issuing a confirmation with selected disclosure of the details, Ms Waldron said.
David Jones said it elected not to name EBPE as the suitor because it "was concerned not to give more credibility to the approach than was necessary pending receipt of more details from EBPE."
The company eventually divulge the name of the suitor as it received information that media outlets will do the honours anyway, Ms Waldron said.
"In the period between the first announcement and the second announcement, the company became aware that international media outlets had details of the EBPE expression of interest as contained on a UK blog site and were intending to publish the details contained on the blog site," the Australian Associated Press (AAP) reported David Jones as saying on its letter.
But as it turned out, EBPE withdrew its $1.65 billion takeover, citing, according to David Jones, the undue media attention attracted by the bid.
And all the news prompted a roller-coaster movement on David Jones shares, which last Friday soared by as much as 15 percent only to shrink by 10 percent yesterday as news of EBPE's reached the local bourse.
According to media reports, the whole episode left a number of David Jones shareholders wondering if the company had handled the botched transaction well.
Some said the company should have kept quiet if indeed uncertainties surrounded the EBPA offer in the first place.
In a statement it issued today, the Australian Securities and Investments Commission (ASIC) said that the matter had been under its radar since day one and it will conduct further inquiries in order determine if infractions were committed by David Jones.
"ASIC's priority is to ensure market integrity is maintained and that markets are fair, orderly and transparent and that, if there has been a breach of the law, those responsible are held to account," the corporate regulator declared.