Mike Pero cornerstone shareholders Liberty Financial and New Zealand Finance may seek to delist the mortgage broker's shares, says corporate adviser Crighton Anderson.
In its report analysing NZF's latest $26.3 million, $1.05 a share offer for Mike Pero, Crighton Anderson noted both firms have clear incentives to eliminate minority shareholders
from the share register.
The adviser said NZF's offer was fair as it fell within its 96c to $1.09 valuation range. This view was endorsed by Mike Pero's independent directors as they recommended the offer.
Mike Pero's shares were last night unchanged at $1.02.
Liberty, which specialises in providing loans to borrowers who often do not meet bank lending criteria and provides financial products to Mike Pero, effectively blocked NZF's take over in a lightning raid last month.
It took a 10.1 per cent stake, preventing NZF from reaching the 90 per cent threshold, the point at which it can compulsorily acquire the outstanding shares. NZF currently has a 62.86 per cent stake.
Crighton Anderson said if the two shareholders had a combined stake of more than 90 per cent, they could form a joint venture to make a new bid, possibly at a lower price.
"It may be possible to structure the new offer such that minority shareholders who object ... will have no rights to object to the price at which their shares are compulsorily acquired," the adviser warned.
Crighton Anderson noted if the combined stakes remain less than 90 per cent NZF and Liberty still had an incentive to act together to seek a delisting.
A joint-venture acquisition would eliminate conflicts of interest between Mike Pero and NZF, which also provides mortgage broking services. Many of the planned benefits of the takeover, such as saving on management and listing costs could also be realised.
