Just Group rejects Solomon Lew’s sweetened takeover offer

The board of Just Group today spurned Premier Investments’s “unattractive and uncertain” offer and has asked shareholders to reject and ignore all documents from Premier.

The board of Just Group today spurned Premier Investments’s “unattractive and uncertain” offer and has asked shareholders to reject and ignore all documents from Premier.

The Just board has justified its stance saying there was no improvement to the offer and that a conditional increase of 15 cents per Just Group share was uncertain and inadequate. If paid, the 15 cents conditional increase to the headline offer had an effective value of less than 11 cents per Just Group share.

“Premier has overstated its offer and has agreed to send a clarifying letter to Just Group shareholders to avoid the need for the takeovers panel to consider making a restraining order,” Just said in a statement today.

Chairman Ian Pollard says the special board committee had given careful consideration to Premier’s supplementary bidder’s statement, having regard to both short term conditions and the long term value of Just Group.

“It has concluded that the proposed modest conditional improvement to Premier’s offer is highly uncertain and inadequate. Just Group has a strong business model and, despite the current softness and volatility in retail conditions, is well positioned for growth.

“We cannot recommend shareholders accept Premier’s offer at what appears to be a low point in the retail cycle,” Pollard says.

The company said in its statement that Premier’s offer would fail unless it had a relevant interest in 50% or more of Just Group’s shares by 6 August 2008 or during the last week of its offer period.

“If the offer fails, Premier will be a 0.9% shareholder, Metrepark will hold 22.8% and Just Group will be an independent company with attractive future prospects, as highlighted by the current consensus average broker target price of $3.98 per Just Group share.

“Having regard to both short term considerations and long term value, each member of Just Group’s special board committee who holds Just Group shares intends to reject Premier’s offer and recommends Just Group shareholders do the same – to reject Premier’s offer, do nothing, and ignore all documents sent to you by Premier.”

Inside Retailing

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