In late December, a consortium led by Macquarie Bank launched an unsolicited take over bid for OnTheHouse. The company established an independent Board committee to review the proposal and this committee has formally rejected it.
Under the proposal, a consortium of investors, consisting of 77 Victoria Street Venture Pty Ltd (a company associated with Michael Dempsey) and PIQ1 Pty Limited (a wholly-owned entity of Macquarie Group), proposed to acquire 100% of the issued capital in Onthehouse for an indicative cash price of $0.755 per Onthehouse share. This proposal was conditional on various matters including due diligence, exclusivity and receipt of internal, external and regulatory approvals.
The Board committee engaged external legal and financial advisers to assist in this evaluation and has spoken to a number of the company’s key shareholders. Following detailed evaluation, the committee has formed the opinion that the Indicative Proposal materially undervalues Onthehouse and is not in the best interests of the company’s shareholders.
Commenting on the committee’s rejection of the offer, Onthehouse’s Chairman Mr Tony Scotton said: “The Independent Board Committee believes that Onthehouse’s previously announced strategy, centred on transitioning Real Estate Solutions products to the cloud including API and third party applications and joint venturing the Consumer Online Division, remains the best avenue currently available to maximise shareholder value. Having evaluated the Indicative Proposal in light of the company’s current strategy, the Independent Board Committee believes that the value of Onthehouse’s strategic initiatives is not reflected in the Indicative Proposal.
“While the Independent Board Committee has rejected the Indicative Proposal, the committee is focused on maximising value for Onthehouse shareholders, is continuing discussions with the Consortium, and remains open to any offer that would maximise shareholder value.”