Macquarie Telecom Group (ASX:MAQ) has slammed Bulletproof’s (ASX:BPF) call for shareholders to reject the telco’s $17.9 million takeover bid, dubbing it “misleading” and “deceptive”.
Macquarie Telecom revealed on 21 November it had made an off-market bid via its Macquarie Cloud Services subsidiary to acquire all of the publicly-listed cloud services firm’s ordinary shares for $0.11.
In December, Bulletproof revealed it would open a "data room" in order to facilitate due diligence reviews by parties considering making alternative offers to the one from Macquarie Telecom, effectively paving the way for other potential bids.
After establishing an independent board committee (IBC) to consider the initial offer, Bulletproof told shareholders that the IBC directors had recommended that shareholders reject the proposed takeover deal flagged by Macquarie Telecom Group.
The reasons behind the IBC directors’ decision to reject the offer, according to Bulletproof's statement, included the opinion of the independent expert appointed to review the proposal, who concluded that the offer is not fair and reasonable.
Additionally, the IBC directors suggested that the offer is opportunistic and reflects an historical low in the price of Bulletproof shares, and it does not reflect the strategic value of Bulletproof.
Now, Macquarie Telecom Group -- also publicly-listed on the Australian Securities Exchange (ASX) -- via its Macquarie Cloud Services business, has lodged an application with the Australian Government's Takeovers Panel in relation to Bulletproof’s message late last year telling shareholders to reject the offer.
Specifically, Macquarie Telecom Group is seeking a declaration of unacceptable circumstances and related orders, saying that it considers Bulletproof’s statement, issued via the ASX, to be “misleading and/or deceptive” in a number of material respects.
Macquarie Telecom also said that Bulletproof’s statement to shareholders, “as a whole is an unbalanced and one-sided document that fails to provide Bulletproof shareholders with the information they require to assess the merits of the offer”.
According to a statement from the Takeovers Panel, Macquarie Telecom Group seeks final orders to the effect that Bulletproof prepare and lodge a replacement or supplementary target’s statement, and commission a replacement or supplementary independent expert’s report.
Now that Macquarie Telecom has applied to the Takeovers Panel the telco has decided to extend the offer period for the current bid until 30 March 2018, and that it is in the process of preparing the formal materials required to effect that extension.
Bulletproof had not responded to ARN's queries at the time of writing.