Pendal takeover secures court approval

The Supreme Court of NSW has made orders approving Perpetual Limited’s proposed acquisition of Pendal Group via a scheme of arrangement. 

Pendal has informed shareholders it expects to lodge an office copy of the court orders with the Australian Securities and Investments Commission (ASIC) on Thursday (12 January 2023), after which the deal would become legally effective. 

The group is also set to request the suspension of the quotation of its shares on the ASX from close of trading on Thursday. 

The scheme is slated for formal implementation on 23 January 2023, providing Pendal shareholders with a consideration mix comprising a total of:

• $1.65 cash per Pendal share, less the permitted dividend amount of 3.5¢ per share — paid to Pendal shareholders on 15 December 2022; and
• one Perpetual share for every seven Pendal shares.

Supreme Court approval has been granted just weeks after the requisite majority of Pendal shareholders voted in favour of Perpetual’s takeover offer.

A total of 99.28 per cent of the votes cast, and 94.66 per cent of Pendal shareholders present and voting at the meeting, were reported to have been in favour, according to a statement released to the ASX on Friday, 23 December. 

The deal needed to receive backing from at least 75 per cent of the total votes, and more than half of the eligible shareholders present and voting.

This followed speculation suggesting Perpetual had been seeking to cancel the deal with a second “unsolicited” conditional, non-binding, indicative takeover proposal from a consortium comprised of BPEA Private Equity Fund VIII and Regal Partners Limited.

In response, Pendal took legal action in the NSW Supreme Court, which later ruled a $23 million “break fee” would not be Pendal Group’s exclusive remedy should Perpetual breach its agreement to acquire 100 per cent of its shares.  

Both parties then reaffirmed their commitment to the deal, with Perpetual inviting up to three Pendal directors to join the board of a future combined entity.