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Downer vies for shareholder support, extends deadline again

Three months after its initial closing date, Downer has again extended the deadline of its $1.3 billion takeover offer of Spotless until the end of the next week.

It’s understood to be the time the seventh time Downer has extended its offer. Most recently Downer extended the takeover deadline until 7 August, however, the company announced on Monday it would allow remaining shareholders until 14 August.

Downer’s stake in Spotless currently sits at 86.7 per cent, however, according to the Australian Finacial Review, Downer will not be able to secure more than 90 per cent unless Spotless’ second largest shareholder, New York-based hedge fund Coltrane Asset Management, tenders its 10.64 per cent stake into the offer.

Last month Spotless reluctantly advised shareholders to accept Downer’s offer of $1.15 cash per share, despite months of urging shareholders to reject the bid.

“The Spotless directors have carefully considered its previous recommendation to shareholders in the context of the changed circumstances facing Spotless, particularly the change in board composition and the current shareholding that Downer holds in Spotless,” Spotless said.

“Given this change in circumstances, the Spotless directors believe it is now more difficult to form a view that Spotless will deliver greater value to shareholders over the medium term and, on balance, unanimously recommend that shareholders accept the Downer offer.”

Downer also now has majority representation on the Spotless board. The contractor has nominated four directors to join the Spotless board, being two of its non-executive directors, Philip Garling and Grant Throne, its chief financial officer Michael Ferguson and a former Downer non-executive director, John Humphrey.

Three current non-executive directors of Spotless, Diane Grady, Nick Sherry and Julie Coates, have decided to retire from the Spotless board.

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