No dice

The Takeovers Panel has rebuffed Centrebet International's request to make a declaration of unacceptable circumstances over an impediment to its bid for International All Sports (IAS).

Centrebet asked IAS and the panel to release it from standstill and confidentiality undertakings, after announcing its cash takeover offer on February 2. Centrebet entered into the undertakings in April 2008 when it was provided with information about IAS for the purposes of acquiring IAS assets, something Centrebet declined to go ahead with seven months later in November.

Centrebet has said that the undertakings are "beyond what is necessary” to protect IAS and "frustrate the making of a genuine takeover.” The panel, however, disagrees, arguing that standstill agreements are "useful" in enabling price-sensitive information to be given to other potential acquirers.

But what the panel did say was that the period of standstill could be negotiated to November this year; 12 months after the date Centrebet withdrew from the asset sale process.

That's stiff bickies for Centrebet and its advisers Wilson HTM and lawyers Addisons, as the bid depends on the undertakings being waived. Centrebet now says it will reconsider the offer to IAS.

"We are very disappointed with the outcome," said Centrebet chairman Graham Kelly. "We were simply seeking to ensure that IAS's shareholders were given the opportunity to consider for themselves what we think is a compelling offer and, if necessary, negotiate with the independent directors of IAS a final offer price and other terms that would secure their support."

Centrebet says it will inform the market of its intentions in due course.

IAS, which earlier said it would vigorously fight any application to the Takeovers Panel, is no doubt pleased that the hostile bid has been stymied. Centrebet, controlled by bookmaker Con Kafataris was offering IAS just 28 cents a share.

IAS, run Mark Read, said the offer significantly undervalued the company, which reported a 275.90 per cent rise in earnings per share and a whopping 664.34 per cent rise in net profit before tax. But IAS shares, which are now trading at around 34 cents, were stuck in the doldrums below 20 cents for much of the period between September and February.

IAS has been receiving legal advice from Norton Gledhill on the matter and was using boutique corporate advisory firm VMC Global – now a division of William Buck NSW – and Torch Partners of London on its asset sales process.