Latest just before the weekend break was the Board of Travel.com.au advising shareholders to do nothing (ie accept neither offer) while the Board considers what advice to give. No date for a recommendation to be delivered.
Seems the Board did have time to approve the issue of 175,000 shares to employees under the employee share program. Just in time.
The advice also contains a summary of the agreement between Webjet and Travel.com.au stemming from the original Webjet offer. Highlights of the Implementation Agreement" and the "Pre-bid Acceptance Agreement" include:
- Non-solicitation obligation: preventing Travel.com.au from looking for other bidders. Indicates that Wotif and AOT are acting independently of any prompting from the Board or TVL execs. This means Wotif and AOT have relied only on public data for their bids;
- Matching Rights: Webjet gets the right to submit counter-proposals to bids from others but the there is not absolute obligation on the Travel.com.au Board to accept a Webjet counter-proposal;
- Break Fee: If the Board rejects the offer from Webjet then Webjet is entitled to a $250k break fee (unless "the recommendation is withdrawn on the basis that an independent expert appointed by TVL has concluded that the Offer is neither fair nor reasonable" which would presumably be able to be achieved if there is a higher offer on the table but maybe not); and
- The Webjet Pre-Bid 19.9% is not as sewn up as they would like: under Pre-Bid Acceptance Agreement Webjet gains rights of 19.9% of the stock from lead shareholder Co-Investor. However, Webjet cannot enforce this right if another offer is received, accepted by the board and Webjet does not increase its offer within 10 days.