Blackstone eyes Transgrid rival | Crescent hangs on at Pacific Smiles | Fluent Commerce seeks US buyer

Good evening,

It’s a few more weeks of teeth-grinding for Pacific Smiles shareholders as Crescent Capital’s $303 million bid edges towards the finish line.

With the Takeovers Panel concerns in the rear-view mirror, attention is turning towards the August 1 scheme meeting and how Pacific’s largest shareholders will vote on the $1.90 cash bid.

Looming large is Crescent’s private equity rival Genesis Capital, which secured a 19.9 per cent stake in Pacific Smiles through an equity derivative transaction hedged by Jarden in December and followed it up with a $279 million bid of its own – only to be gazumped by Crescent.

Street Talk can put its finger on just one example of a shareholder with a 19.9 per cent stake not being able to scuttle a deal – Amcom Telecommunications in 2015 – but never say never. Pacific Smiles’ register is heavily concentrated with a handful of shareholders – founders Alexander Abrahams and Alison Hughes, HBF Health, MA Financial Group and of course, Genesis, which collectively control just north of 65 per cent. As such, if every shareholder bar Genesis votes for the scheme, it should squeak through.

That’s a big fat if, and it’s worth noting that for the scheme to pass, it requires 75 per cent approval from the votes cast and more than 50 per cent of Pacific Smiles’ investors in number voting, but it means Crescent’s bid still has legs. Also, we wouldn’t be surprised to see Genesis drum up support for its cause and if it does, it wouldn’t need much to block.

Read the full story tomorrow and more on the Street Talk page.

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