Trade Me shareholders are being told Apax Partners' $2.56 billion takeover bid eclipses the independent adviser's valuation, but won't see the report for another week or two.
The company's 9,458 shareholders will vote on whether to approve the $6.45 a share takeover offer on April 3 at a special meeting in Wellington, and will get the notice of meeting around March 19.
The takeover is via a scheme implementation agreement, which has a lower bar to get shareholders over the line, requiring 75 per cent support and at least half the company's votes cast, as opposed to the 90 per cent threshold needed in a formal takeover to trigger compulsory mop-up provisions.
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The meeting documents will contain Grant Samuels' independent adviser's report weighing up the pros and cons of the deal. While the company said the valuation range should be read in the context of the full report, it released the valuation range of $5.93-6.39, indicating a premium for Apax to take control of Trade Me.
"It is very important to have a strong voting turnout for a scheme of arrangement," the company said in a statement. "Trade Me's directors unanimously recommend that shareholders vote in favour of the scheme at the scheme meeting on 3 April 2019, or online, in the absence of a superior proposal."
The shares are trading at $6.39 and have jumped from $5.37 before the offer was made public.
The transaction has an initial High Court order for the meeting to be held. If it wins over shareholders, it then needs a final High Court order. It's also waiting on Overseas Investment Office approval.