Fletcher Building said Peter Crane, a Crane Group shareholder descended from the founding family, has reluctantly accepted its bid for the Australian plumbing supplies and plastic pipelines maker, and the deal is unconditional.
Fletcher Building earlier said it had dropped the all-or-nothing condition on its bid and was moving to take control of the board, having amassed a 57 percent holding from the ongoing takeover.
The New Zealand-based building firm today waived a 90 percent minimum acceptance condition together with all other outstanding conditions and declared the bid unconditional.
It said it intended to appoint a majority of Fletcher Building nominee directors to the Crane board as soon as possible. Under a takeover bid implementation agreement Fletcher Building has the right to appoint two directors to replace existing directors and it can appoint a third director to replace an existing director when it paid shareholders who accepted as at March 17. The board has six members, according to the company's website.
Peter Crane, who has a 1.5 percent stake, has said that shareholders should reject the bid but Fletcher Building said today that Mr Crane had made the decision to accept the company's offer.
"I am a reluctant seller, but it is no longer realistic to believe that the Crane Group can remain an independent company," Fletcher Building quoted Mr Crane as saying.
The bid is open to March 25, and Fletcher Building intended to extend the offer closing date to March 31.
The new board appointees are David Worley and Paul Zuckerman. Mr Worley is chief executive of The Laminex Group, while Mr Zuckerman is chief executive of Fletcher Building's steel division.
Fletcher Building strongly encouraged all remaining shareholders to accept its "attractive" offer.
It said shareholders who did not accept should consider the potential adverse consequences of being a minority shareholder in a company controlled by Fletcher Building.
The Crane share price may fall once the offer closes, and Crane's shares were likely to become less liquid.
It also said payment would be made within seven days.
Fletcher Building shares (NZX:FBU) were up 0.46% to $8.70 in late afternoon trading.
NZPA and NBR staff
Thu, 17 Mar 2011