Rubicon backers Perry key to Tenon battle

By PAM GRAHAM



Rubicon has 7 per cent of Tenon in the bag if both its major shareholders support its bid for control of the former Fletcher Challenge forestry unit.

US hedge fund Perry Corp, one of Rubicon's two major shareholders, was yesterday unmasked as a 4.99 per cent shareholder in Tenon.

Rubicon's other major shareholder, Guinness Peat Group, has said it will accept the Rubicon offer for its 2.17 per cent stake in Tenon. If Perry follows suit, Rubicon will have just over 7 per cent of Tenon.

Rubicon's offer of $1.85 a share - to go from owning 19.9 per cent to 50.01 per cent of Tenon - has been rejected by the company's independent directors.

Tenon's shares continued to trade above Rubicon's offer yesterday, and it is likely to have trouble making further headway while shares can be sold on the market at a higher price.

GPG last year took Perry to just about every court in the land on the issue of non-disclosure of its stake in Rubicon and had Rubicon on about executive remuneration. But it is now supportive of Rubicon's tilt at Tenon.

The confirmation of the suspected Perry shareholding was one of several gems of information in Tenon's target statement released yesterday.

Another was that three senior Tenon executives also bought shares in the company days before a profit upgrade on April 8.

The Securities Commission and the company have declined to comment on whether there is an insider trading investigation into share dealing ahead of the upgrade.

Chief executive John Dell has already said he bought shares in a window opened to executives on April 1 after the announcement of the sale of the Tarawera forest and closed before profit forecasts were revised.

Preference shares bought by chairman Sir Dryden Spring on April 5 have also been disclosed in a notice to the stock exchange.

The target statement revealed that Paul Gillard, Brett Cruikshank and Mark Eglington also bought shares in the period between April 1 and April 5.

The statement also shows that 562,010 shares in a long-term incentive scheme for senior officers would be provided to the officers without deduction on a change in control of the company. At the Tenon offer price of $1.85, the transfer value is $1 million. The contracts of senior officers also provide nine months pay if they are made redundant.

The Takeovers Panel today examines a complaint from Rubicon that Tenon has obstructed its bid by refusing to certify that there are no material interests or assets which could be adversely affected if Rubicon gets control.