Yowie Group Ltd has escalated its takeover bid for Keybridge Capital Limited (ASX: KBC) by applying to the Takeovers Panel, alleging that Keybridge is acting to frustrate its offer. The application stems from Yowie’s off-market takeover bid announced on May 9, 2025, which offers one Yowie share for each Keybridge share. Condition 9 of the offer stipulates that Keybridge must not take any action to influence the control or composition of the Yowie board.
On May 16, 2025, Keybridge advised its shareholders to “take no action” regarding the offer and announced intentions to call a section 249F meeting to replace Yowie’s board. Yowie argues that Keybridge’s actions are designed to frustrate the offer, prejudicing Keybridge shareholders without disclosing the potential consequences of triggering Condition 9.
Yowie contends that there is no urgent reason for Keybridge to convene a section 249F meeting before the offer’s conclusion, suggesting the move is solely intended to derail the takeover. Yowie asserts that Keybridge’s actions prevent the acquisition of control from occurring in an efficient, competitive, and informed market, violating section 602 of the Corporations Act.
Yowie seeks interim orders to restrain Keybridge from issuing any notices under sections 249F, 249D, or 249G to Yowie until the Panel makes a final determination. Additionally, Yowie requests a final order preventing Keybridge from issuing such notices to change the Yowie board until Condition 9 is waived, the offer ends, or Keybridge shareholders approve the action at a fully informed shareholder meeting. The Takeovers Panel has not yet appointed a sitting Panel or made a decision on whether to conduct proceedings.
