Heartland New Zealand, parent of Heartland Bank, says it remains interested in acquiring Motor Trade Finances (MTF) if that company's shareholders, franchisees and dealers are receptive, and if MTF's loan fees dispute with the Commerce Commission is resolved.
In a statement Heartland acknowledged this week's move by Turners Ltd subsidiary, Turners Finance, to seek up to 20% of MTF's shares through a $1.15 per share unsolicited offer. Turners was formerly known as Dorchester Pacific. Heartland is cautioning MTF shareholders against accepting the Turners approach.
"Heartland confirms that it continues to have an interest in acquiring MTF if the shareholders, franchisees and dealers of MTF were receptive to a proposal, and if the existing issues between MTF and the Commerce Commission as to loan fees in the Sportzone case were better understood," Heartland says.
"Heartland believes that MTF shareholders should exercise caution when considering the merits of Turners’ unsolicited offer. In particular, Heartland observes that Turners’ unsolicited offer comes at a time of uncertainty for MTF, given that the Sportzone case is pending. The outcome of the Sportzone case may or may not have material value implications for MTF."
"If Turners successfully achieves a 10%+ shareholding in MTF, and if MTF shareholders vote to approve registration of transfers affecting that outcome, then Turners will effectively have a blocking stake in MTF and will be able to prevent a full takeover of MTF by another party. Thus, any takeover premium potentially realisable by MTF shareholders for their shares would effectively be removed, as competing offers would be discouraged," Heartland adds.
Responding to the Turners move earlier in the week MTF pointed out any shareholder wanting to own more than 10% of MTF requires the approval of MTF's board and shareholders holding at least 75% of MTF's shares. Turners currently has just under 1% of MTF shares.
The latest Heartland statement on MTF comes after the bank confirmed an interest in July when MTF said its board had rejected an approach from Heartland.
In July The Supreme Court granted MTF leave to appeal a Court of Appeal fee judgment that went against it, and in favour of the Commerce Commission. There's background on the case here.
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