Rubicon makes complaint to Takeovers Panel

Rubicon makes complaint to Takeovers Panel

13 May 2004

Rubicon Forests Limited (“Rubicon”) announced today that it had made a formal complaint to the Takeovers Panel in relation to the actions of the Tenon Independent Directors. Rubicon’s Offer is conditional upon the directors of Tenon either confirming to Rubicon that there are no material interests or assets which could be adversely affected if Rubicon were to move to 50.01% of Tenon, or failing them so confirming, allowing an independent expert to review the information so that the confirmation can be provided to Rubicon.

Rubicon said, “We were extremely surprised to read in the press release issued yesterday by Tenon, that Tenon’s Independent Directors have advised Rubicon that they do not intend to provide Rubicon with any Director’s certification, or provide information to an “expert” appointed by Rubicon, in respect of conditions Rubicon has attached to its Offer. The fact is that we had not been advised of this stance by the Independent Directors – their press release would appear to be their advice to us.”

Rubicon said, “We can not understand why the Independent Directors wish to be obstructive on this matter. It is surely in the best interests of Tenon shareholders that the Offer is open to them for acceptance. Tenon’s Independent Directors’ actions in this regard may well prevent this from occurring. It must surely be a simple matter for the Independent Directors to give the confirmation required.

If the Independent Directors have concerns about their personal liability in giving the confirmation, then they should let an independent expert give the confirmation. Surely one or other of the two approaches to satisfying this condition must be acceptable to them – it is difficult to believe that neither are, unless the Independent Directors’ intention is to frustrate Rubicon’s Offer.”

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