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The board of Reef Casino Trust (ASX: RCT) in Cairns has advised shareholders to take no action in response to Morris Group's non-binding, off-market bid that values the trust at $7 million more than an existing deal on the table with Iris Capital.
A few months ago Reef Casino revealed it was in discussions with both Iris and Morris in deals worth more than $200 million - a figure that includes the total transaction including the trust and the casino-resort operator which leases the property from RCT's responsible entity, Reef Corporate Services Limited (RCSL).
The operator is a subsidiary of Casinos Austria International, which alongside another major shareholder Accor, gave the nod to a $177 million takeover implementation agreement (TIA) at $3.55 per share with Iris Capital, a development and hospitality group owned by Sam Arnaout with casinos in Canberra and Alice Springs as well as more than 60 pubs and hotels.
That agreement includes a break fee of more than $1.7 million, and includes no talk, no shop provisions as well as a right to match competing proposals, with RCSL agreeing to cease engaging in discussions for a proposed control transaction with any other third party.
Undeterred by these provisions, Morris Group - a diversified company founded by Computershare founder Chris Morris which also owns The Ville Resort-Casino in Townsville - has issued a conditional takeover proposal at $3.70 per share, valuing RCT at $184 million.
This offer, like the competing proposal, would also depend on the casino operator Casinos Austria International (Cairns) agreeing to be acquired as well.
Both independent and non-independent directors of RCSL continue to recommend the Iris offer.
RCT claims that apart from the price, Morris Group’s indicative offer is "otherwise on substantially similar terms and conditions" to the offer to be made by Iris.
"The alternative proposal will need to be considered in detail by the independent board committee established by RCSL, and RCSL’s financial and legal advisers," the trust states.
"As part of this assessment, the independent board committee will need to consider whether there is a reasonable likelihood, and if so the timeframe within which, share purchase agreements to effect the acquisition of CAIC and RCSL could be negotiated and agreed.
"RCSL also notes that it has obligations under the TIA in relation to competing proposals and that Iris has been informed of the alternative proposal."
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