The Australian Takeovers Panel has declined to commence proceedings in response to an application from Lion Nathan Limited in relation to the proposed takeover offer for Coopers Brewery Limited (Coopers).

The application by Lion Nathan concerned statements made by the Coopers board regarding the Lion Nathan offer and its recommendation that Coopers' shareholders reject the Lion Nathan offer. Lion Nathan argued that Coopers' statements would confuse shareholders and it sought orders requiring corrective disclosures.

However, the Panel considered that the public statements complained of were not likely to mislead or confuse Coopers shareholders and that complaints concerning the Coopers board not providing its reasons for its recommendation that Coopers shareholders reject the Lion Nathan Offer were premature.

"The public statements that Lion Nathan complained of were not likely to mislead or confuse Coopers shareholders," a statement from the Panel said. "The Panel considers that Lion Nathan's application, in relation to the Coopers board's rejection statement, was premature. The Panel believes that the Coopers board was entitled to reject the offer, in its initial statement, without disclosing its reasons for doing so. The Panel considers that the Coopers board is entitled to wait until the Coopers target's statement to detail the reasons for its recommendation of rejection of the Lion Nathan Offer."

It added: "If Lion Nathan considers that there are matters which need to be clarified, it is entitled to do so in its bidder's statement, or other communications to Coopers shareholders. If Lion Nathan disagrees with the Coopers board's reasons for recommending rejection of the Lion Nathan Offer it is entitled to communicate this to Coopers shareholders after the Coopers target's statement is given to them. By that time, there will still be at least two weeks in which to raise such issues." 

However, the Panel advised parties that it will remain interested in the manner in which the Coopers board conducts the Pre-emptive Rights Regime. The Panel considers that the operation of the Pre-Emptive Rights Regime may affect the proposed acquisition of a substantial interest in Coopers and may affect the control or potential control of Coopers. Therefore the Panel considers that the operation of the Pre-Emptive Rights Regime may, in future, come within the Panel's jurisdiction.