Rubicon agrees to let GPG proceed with amended partial offer

By NZPA

Thursday 19th September 2002

Biotech firm Rubicon said today it had agreed to a request from Guinness Peat Group for the UK-based corporate raider to proceed with an amended takeover offer for 32 percent of Rubicon.

Rubicon said that a special committee of directors, which excluded GPG appointees Tony Gibbs and Gary Weiss, was prepared to accept GPG's offer in a "form compliant with the Takeovers Code".

GPG yesterday said that the Takeovers Panel had ruled its amended offer was in compliance with the code. Its initial two-step offer was ruled in breach of the Code.

The special committee said it strongly believed it was in the best interests of Rubicon shareholders that they receive the committee's response statement, which will include an independent adviser's report from Grant Samuel at the same time as the GPG offer.

The committee said it should be in a position to respond to the offer by Friday, September 27 and would mail the offer at that date.

Yesterday, GPG accused Rubicon's board of keeping details of its revised offer from Rubicon's shareholders.

The offer, which if successful would take the GPG holding in Rubicon to just under 52 percent, is conditional on its getting at least 50 per cent of the company's shares.

GPG said it had "confirmed this procedure with the Takeovers Panel".

The panel blocked GPG's original $67 million partial takeover offer for Rubicon on the grounds that it was in breach of the Takeovers Code.

It had offered 75c a share to secure either a 51.99 per cent controlling stake or a stake somewhere between 30 and 50 per cent.

The latter would require shareholder approval.

GPG wants to gain a foothold in the forestry industry through its control of Rubicon, which is the single biggest shareholder in Fletcher Challenge Forests, owning 18 per cent.

Meanwhile, United States billionaire hedge fund owner Richard C Perry has been ordered to appear in a New Zealand court if he wants to defend himself against charges of hiding a secret Rubicon shareholding.

High Court judge Justice Paterson, in a reserved decision published yesterday, rejected an application from Perry Corp for its top executives, including its chairman and owner Richard Perry, to give evidence from their New York headquarters.

Mr Perry and two of his top executives must now fly to this country for next month's civil trial, centred on GPG's claims that they deliberately hid a 15 percent stake in locally listed firm Rubicon.

GPG, which bought its 19 percent Rubicon stake in a night raid in early July, had its influence counteracted later that week by Perry, which announced it had increased its shareholding from 4.9 percent to just under 17 percent.

GPG lawyer Richard Craddock, QC, told the High Court last Friday that Rubicon chief executive Luke Moriarty told his own board of directors on many occasions that Perry was a 15 percent shareholder, despite Perry claiming all along that it owned less than 5 percent.

The case is due to begin on October 1.

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