The corporate feud between Mpact and major shareholder Caxton and CTP Publishers and Printers, continued yesterday with Mpact “strongly denying” Caxton’s allegation that it failed to disclose price sensitive information.
Mpact said it would be “irresponsible” to continually warn the market of risks that were unlikely to occur.
Caxton had claimed Mpact was in breach of listing requirements in not telling shareholders that there was an alleged risk that a major customer, the Golden Era (GE) group, would do business elsewhere, if Caxton acquired control of Mpact.
Mpact’s directors said yesterday they had made an enforcement application to the Competition Tribunal because of Caxton's and its chairman Paul Jenkins’ conduct in, “unlawfully publicly disclosing and using the confidential information, contrary to the the Competition Act and an order of the Tribunal.”
“While Mpact has decided it will no longer pursue an interdict because the information has now been publicly disclosed, Mpact is persisting in its application for an administrative penalty to be imposed on Caxton and its chairman,” the company said.
Mpact also said that there would be a hearing at the Takeover Regulation Panel (TRP) on November 22, following Caxton’s appeal of an order by the TRP last month, that prohibiting the company from making further public statements about the acquisition of Mpact, without the approval of the TRP.
Mpact said Caxton’s other alleged concern about alleged anti-competitive behaviour was “opportunistic and unwarranted,” in that the Competition Commission was not seeking to impose a penalty against Mpact, and a Commission investigation in 2016 “has no bearing on the current merger dispute.”
“In the absence of an offer from Caxton, the Mpact board is unable to determine whether any such offer would be in the best interests of its shareholders and the company, and it is likewise unable to support a joint or separate merger filing,” Mpact said.
Mpact quoted from the Competition Tribunal judgement: “Without a firm offer on the table how is the offeree to know whether the offeror is indeed serious and committed to concluding such a transaction and whether the price or terms proposed by the offeror would be beneficial to it? In the context of listed firms, how is a board expected to advise shareholders of an offer when there is no such offer on the table?”
GE had earlier this year confidentially opposed Caxton’s proposed acquisition of Mpact during the Commission’s proceedings, on the basis that GE was a major competitor of Caxton and that, were Caxton to acquire control of Mpact, this might jeopardise the security of supply of Mpact products to GE.
Caxton and Jenkins on Friday denied any breach of a Tribunal order or the Competition Act and contended that the information about GE was “self-evidently price sensitive” and represented a “poison pill” for any merger filing by Caxton.
BUSINESS REPORT