Buy-back bid to beat Lion

ADELAIDE - Coopers Brewery shareholders yesterday voted in favour of a A$260 a share buy-back scheme before a crucial meeting next week that will determine the fate of Lion Nathan's A$420 million hostile takeover bid.

The board of South Australian-based Coopers, an unlisted public company, is resisting brewer Lion Nathan's offer of A$310 ($328) per share.

Coopers has 117 shareholders, mostly related to founder Thomas Cooper, and yesterday they voted to change the company's constitution to allow buy-backs.

They then further voted to accept a buy-back at A$260 a share for up to 15 per cent of the company, which would involve an outlay of A$50 million.

Lion Nathan spokesman Paul Evans said the result was not surprising. He accused Coopers directors of acting in self-interest.

"The outcome, really, from our perspective, shows that shareholders have had a gutsful of the lousy prices dictated by the board and their auditors in recent times," Evans said.

"We welcome the fact that the Coopers board is now going to be offering shareholders something approaching full market [value], although it still falls well short of Lion Nathan's offer of A$310 per share.

"Some of the directors, of course, will be smiling - they have been purchasing shares as recently as 12 months ago for A$45 a share so today's outcome represents a windfall for them.

"Coopers directors are now exposed - they are clearly acting out of their own personal ambitions rather than out of any kind of sense about shareholders' interests."

But Coopers managing director Tim Cooper said Coopers directors would not take part in the buy-back scheme, which would not increase their shareholdings.

Evans expected next Wednesday's extraordinary general meeting of Coopers shareholders, which will decide the fate of Lion Nathan's bid, would be "tight".

"There is a possibility that we may not get the numbers," he said.

Coopers shareholders will vote on amendments to the company's constitution at next week's meeting, which had been due to be held yesterday but was delayed after a ruling by the Takeovers Panel.

If shareholders holding 75 per cent of Coopers shares vote in favour of removing Lion Nathan's pre-emptive rights to buy Coopers shares, Lion Nathan's bid will effectively end.

Dr Cooper said yesterday's meeting meant share buy-backs could occur without challenge.

"What we have seen is that all shareholders see the merit of allowing the company to do a buy-back.

"We have made this safety factor now so that we minimise the chance of the buy-back being challenged."

Dr Cooper was coy on predicting a result from next Wednesday's meeting, saying only that there had been positive feedback from shareholders who would "make the decision on the day".

- AAP