NEXTDC Ltd. said 360 Capital Group and Asia Pacific Data Centre, or APDC, did not properly disclose an aspect of 360 Capital's takeover offer that would constitute financial assistance and, thus, would require approval from security holders.
According to NEXTDC, the bidder's statement noted that APDC intends to make a capital distribution to its security holders when the takeover offer closes. 360 Capital, being a shareholder of APDC, intends to use the distribution to repay a debt facility it secured to fund its ongoing takeover bid for APDC.
NEXTDC — a security holder of APDC that launched a competing bid for the company, which gained then lost the APDC board's backing — submitted an application to Australia's Takeovers Panel to order 360 Capital to immediately stop from processing acceptances in relation to the takeover. Until the panel decides on the case, NEXTDC also asked the panel to prevent 360 Capital from acquiring APDC securities on the market.
Ultimately, NEXTDC applied for the panel to issue final orders that will require APDC and 360 Capital to issue corrective disclosure statements and reverse or unwind all APDC securities received for tender and acquired by 360 Capital on the market between the Sept. 26 release of the bidder's statement and until the corrective disclosure is released.
As of Oct. 10, a sitting panel for the case has not been appointed and no decision has been made on whether or not proceedings will be conducted.