The Takeovers Panel has declined to declare unacceptable circumstances regarding an application from Yowie Group Ltd concerning Keybridge Capital Limited’s actions. The application, dated May 23, 2025, challenged Keybridge’s notice under section 249F of the Corporations Act 2001, which sought to alter the Yowie board’s composition. Yowie alleged this action frustrated their announced off-market takeover bid for Keybridge.
The Panel’s decision hinged on the understanding that Yowie was likely aware Keybridge might seek board changes when announcing its proposed bid. Consequently, the condition triggered by Keybridge’s actions was anticipated. The Panel concluded that Keybridge’s actions did not create unacceptable circumstances.
Specifically, the Panel noted that because Yowie was aware of the potential board restructure when its takeover bid was launched, Keybridge’s subsequent actions were not deemed to be against the public interest. Teresa Dyson (sitting President), Chris Stavrianou, and James Stewart formed the sitting Panel. The Panel will release its detailed reasoning on its website. This decision allows Keybridge to proceed without intervention from the Takeovers Panel, and highlights the importance of bidders being aware of potential defensive strategies from target companies when constructing their bids.
