Key Shareholder Blocks Warehouse Group’s $590m Takeover Bid
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- The Warehouse Group’s proposed $590 million takeover bid lacked the necessary shareholder support.
- A key shareholder’s opposition prevented the deal from reaching the required 75% approval.
- The Warehouse Group will defer talks until broader shareholder support is achieved.
The Warehouse Group, New Zealand’s largest listed retailer, has decided not to proceed with a proposed $590 million takeover bid from Australian private equity group Adamantem Capital. This decision comes after the proposed deal, backed by the retailer’s founder Sir Stephen Tindall, failed to secure the required shareholder support.
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A crucial shareholder informed the company that they did not support the current terms of the bid, which meant the proposal would not achieve the necessary 75 percent approval from shareholders. The Warehouse Group, which owns The Warehouse, Warehouse Stationery, and Noel Leeming, did not disclose the identity of the opposing shareholder.
Sir Stephen Tindall and the Tindall Foundation collectively own 48 percent of The Warehouse Group, while the James Pascoe Group, owner of Pascoes, holds nearly 20 percent. “The current scheme of arrangement doesn’t have the critical shareholder backing it needs to proceed,” said the group’s chair Dame Joan Withers. “With that in mind, the board has decided to defer further talks until such time as the proposal receives wider shareholder support.”
Dame Joan acknowledged the interest from Adamantem Capital but stated, “However, without broader shareholder support, it is not prudent for us to pursue this proposal further. We’re committed to acting in the best interest of all our shareholders. While the board has not yet formed a view on value, we’re open to continue discussions if a further proposal generates shareholder support sufficient to make its execution viable.”
The takeover attempt faced its first major obstacle when it failed to gain support from another significant shareholder. “A key shareholder has informed the board that they do not support the current terms, and therefore the requirement for 75% approval from shareholders in each interest class is not possible,” The Warehouse Group stated in their market announcement.
Following the news, shares in The Warehouse dropped by 13c or 9.2% to $1.28 late in the trading day. The offer from Tindall and Adamantem Capital, which valued the retailer between $520 million and $590 million, represented a premium to its near $490 million market capitalisation.
The Warehouse Group chair Dame Joan Withers reiterated the company’s commitment to its shareholders and acknowledged the challenging period for the retail group, which has been focusing on The Warehouse, Warehouse Stationery, and Noel Leeming.