Australia: Morris Group makes alternative takeover offer for Reef Casino Trust
Unitholders advised to take no action pending review by Independent Board Committee.
Key points:
– Morris Group proposes AU$3.70 (US$2.47) per unit for Reef Casino Trust, totalling AU$184m
– Offer is conditional and non-binding, subject to share purchase negotiations
– Existing agreement with Iris Cairns Property Pty Ltd remains in effect
Reef Casino Trust (RCT) has received an unsolicited alternative takeover proposal from Morris Group through MGGM Cairns No1 Pty Ltd, seeking to acquire all issued units in the trust for approximately AU$184m.
The offer, priced at AU$3.70 per unit, mirrors the terms of a previously announced bid by Iris Cairns Property Pty Ltd but includes additional elements involving the acquisition of related entities.
As announced by Reef Corporate Services Limited (RCSL), the responsible entity of RCT, the Morris Group proposal also involves purchasing Casinos Austria International (Cairns) Pty Ltd and RCSL itself. These acquisitions are contingent upon further negotiations and the execution of share purchase agreements, making the offer conditional and subject to multiple approvals.
The Independent Board Committee formed by RCSL will evaluate the new proposal with the support of its financial and legal advisers. Given the company’s existing obligations under the Takeover Bid Implementation Agreement signed with Iris on 11 July, any competing proposal must be carefully reviewed to determine feasibility and timing. Iris retains the right to match any competing offer.
Good to know: Reef Casino Trust is the owner and operator of The Reef Hotel Casino in Cairns, North Queensland
RCSL has advised unitholders to take no action regarding the Morris Group proposal at this stage, as the Independent Board Committee continues its assessment. Meanwhile, the directors of RCSL maintain their recommendation for the Iris offer, conditional upon regulatory approvals, confirmation by an Independent Expert, and no emergence of a superior proposal.
The company will continue to comply with its continuous disclosure obligations and provide updates as the review progresses.
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