Takeovers Panel accepts Humm Group undertaking, continues probe
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The news: The Takeovers Panel has accepted a voluntary undertaking from Humm Group following complaints of insider participation and management of conflicts of interests by the buy now, pay later company.
The context: As part of its undertaking, Humm will establish an independent board committee (IBC) comprising non-conflicted, non-executive directors to consider the $385 million takeover proposal by Credit Corp, announced in December.
The IBC will not include Humm founder and former chair Abercrombie, who has been criticised by shareholders for the board’s handling of the 77-cents-per-share offer, including a one-month delay in disclosing the proposal. Abercrombie stood down as chair earlier this month.
Humm must also make “periodic ASX announcements” explaining the status of negotiations with Credit Corp in the event that a non-disclosure agreement is not executed by 5 March and provide the suitor with access to a due diligence data room “promptly after” any execution of an NDA.
The Takeovers Panel said Humm “should have established an independent board committee to consider the Credit Corp proposal, which did not include Mr Abercrombie given his associated with Humm’s major shareholder, The Abercrombie Group (TAG)“.
It also said Humm directors “did not adequately assess any conflicts of interest Mr Abercrombie may have in relation to the Credit Corp proposal, whether actual, potential or perceived”.
Abercrombie’s family office TAG launched its own takeover offer last June, priced at 58 cents per share. The bid was eventually withdrawn after a four-month process which drew sharp backlash from shareholders Raper Capital and Collins Street.
The Takeovers Panel is still considering other issues raised in the proceedings, including Abercrombie’s acquisition of shares immediately after Humm disclosed Credit Corp’s bid.
The panel said it has not made any decision or made any findings in relation to those matters.
The source: ASX
