Australian confectioner Yowie Group has initiated an off-market takeover bid for the fully-paid ordinary shares of its largest shareholder, Keybridge Capital.
In a recent filing with the Australian Securities Exchange (ASX), Yowie outlined that the proposal is structured as an all-scrip bid, offering one Yowie share for each Keybridge share currently issued.
This transaction requires a minimum acceptance of 50.1% of Keybridge shares, along with Yowie shareholder approval and other regulatory clearances, as stated in an ASX announcement on May 9.
The announcement follows a significant legal development for Melbourne-based Keybridge. On May 8, the New South Wales Supreme Court of Appeal dismissed an appeal from executive Nicholas Bolton, thereby affirming the validity of the board elected during the general meeting on February 10.
The court’s decision, highlighted in a separate ASX filing, concluded Keybridge’s period of external administration.
Keybridge entered administration on February 9, following Yowie’s request for repayment of an outstanding A$4.6 million ($2.9 million) loan by February 7.
Additionally, the investment firm cited opposition to new fundraising initiatives from its investor, publicly-listed WAM Active, as a contributing factor to its administration.
WAM had persistently pursued legal actions in Australia to prevent Keybridge from securing new financing.
In its administration notice issued on February 10, Keybridge stated attempts to raise new funds had begun as early as October of the previous year. WAM’s most recent effort to obstruct new financing arrangements was thwarted by the Supreme Court of New South Wales on Monday.
Currently, Keybridge owns approximately 78% of the Australian-based chocolate manufacturer, having increased its shareholding in December 2023.
The investor previously held 23% of the novelty chocolate company’s stock in 2020 before initiating a takeover in December 2023, at which point Keybridge was already the largest shareholder.
A deal was finalized in December, increasing Keybridge’s stake to 78.359%.
In May 2024, Bolton, who serves as managing director at the investment firm, was appointed CEO of Yowie.
These developments have also prompted structural changes within Keybridge.
Notably, Bolton’s executive roles are now suspended, pending an internal investigation.
Moreover, Jesse Hamilton has been named as the new company secretary, replacing John Patton.
Yowie, based in Perth, Western Australia, markets its products in both Australia and the US, aiming to “promote learning, understanding and engagement with the natural world.” Their offerings prominently feature Yowie characters such as Rumble and Squish. The company outsources its production and distribution.
