In a statement to the ASX, TRU has pointed to unsubstantiated claims in EQT’s June 21 proposal, including an increased estimate of cost synergies from $8 million to $11 million per annum with potential synergies announced to possibly reach $15 million.
This $15 million figure matches the expected synergies flagged in an earlier takeover bid for TRU by Perpetual.
“[EQT’s] increase in synergy estimate occurred without any new information on The Trust Company being provided to Equity Trustees and therefore The Trust Company would like to better understand the basis for Equity Trustees’ revised synergy estimate as this is critical [to] determine the potential value of the revised takeover offer,” TRU said.
Due to the concerns, TRU will engage in a synergy assessment exercise with EQT management and advisers .
TRU said the company would like clarity on how the figure of expected synergies climbed to $11 million and the basis on which possible total synergies could reach $15 million.
“As a consequence of undertaking this exercise, the scheme process relating to the Perpetual offer will be delayed,” TRU said. “However, the board is committed to completing the synergy assessment exercise as quickly as possible.
“We have also offered Perpetual the same opportunity to outline the basis for this synergy estimate.”
The announcement addressed other claims by EQT, including that its offer had a lower risk profile than the Perpetual offer.
“Perpetual and EQT have different risk profiles and business exposures. However, the statement that EQT has a lower risk profile is speculative and cannot be substantiated,” TRU said.
EQT also said TRU rejected its request for due diligence.
TRU, however, said that following the original takeover offer by EQT in February it offered due diligence to interested parties and that “EQT indicated that it did not want to undertake due diligence on TRU, as it was comfortable with the internal analysis it had undertaken”.
The company added that when EQT asked for due diligence in its second takeover bid, TRU had already entered into the Scheme Implementation Agreement with Perpetual and could only provide access in “certain restricted circumstances”.
