Ascendis’s management has maintained that delisting is necessary to accelerate its restructuring and unlock value for shareholders. Photo: Supplied
Ascendis Health, the health products and medical devices company being delisted amid strong criticism from some shareholders, said yesterday that the high court had set aside a Takeover Regulation Panel (TRP) ruling about alleged contraventions of takeover provisions.
Last month the TRP, following complaints from some shareholders, issued a ruling in terms of which the takeover consortium headed by Ascendis CEO Carl Neethling had been found to have contravened certain provisions of the Takeover Provisions Regulations.
At the time, Ascendis and the consortium, which is delisting Ascendis through an offer to minority shareholders, disagreed with the TRP’s findings and said they were assessing their legal options.
Ascendis directors said yesterday that it and the consortium subsequently made an application to the high court on an urgent basis to review and set aside the TRP ruling, and the compliance notice issued by the TRP.
On July 15 the high court made an order “reviewing and setting aside the ruling and the compliance notice”, on the basis that the TRP findings were unlawful for lack of procedural fairness.
The high court had remitted the matter to the TRP.
Ascendis’s takeover consortium offered shareholders 80c a share to take it private, an almost 16% premium on the price when the potential delisting was first announced in September, 2023.
Included in the TRP’s ruling was that the individuals concerned needed to explain to it within 15 days why legal action should not be taken against those involved in directing the consortium’s activities, for “repeatedly violating the takeover provisions regulations” and “if you fail to do so, the panel will proceed with the determination, without considering any explanation from the individuals in question”.
Ascendis’s share price was unchanged at 79 cents yesterday. The majority of shareholders (87%) voted and approved the resolutions required to delist the company.
Ascendis’s management has maintained that delisting is necessary to accelerate its restructuring and unlock value for shareholders. The date for the fulfilment of the conditions precedent and regulatory approvals was extended by agreement between the consortium and Ascendis to 5pm on July 20, 2024.
Ascendis Health reported a 5% slide in revenue for the six months to December 31, reflecting subdued consumer spending, product pricing pressure and competitive forces in the medical device market.
However headline earnings a share of 10.2c from continuing operations was reported, compared with a loss per share of 29.4c a year ago for the same period. The tangible net asset value at the half year increased 16% to 94 cents a share compared with the value at June 30, 2023.
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