Takeover Panel verdict dooms Chiltern bid: Three shareholders held not to have acted in concert to take control of radio station

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The Independent Online
THE pounds 17m bid for Chiltern Radio by Compagnie Luxembourgeoise de Telediffusion is set to fail following a Takeover Panel ruling that three Chiltern shareholders - Daily Mail and General Trust, Capital Radio and GWR Group - are not acting in concert to control the company.

CLT said its bid would lapse by Friday if it had not received more than 50 per cent acceptances. This looks certain as the three groups, which are all opposed to the bid, control more than 50 per cent of the equity.

Chiltern's board, which recommended the 242p-a-share CLT bid, argued that the three companies co-operated through the acquisition of shares to obtain control. But the panel said that, as each of the parties had its own reasons for wishing the bid to fail, they were not acting in concert.

Capital, with 20 per cent, had maintained it was a seller at a higher price. DMGT argued that it bought its stake to signal to the market that the CLT bid undervalued Chiltern, while GWR said it had acquired its holding for commercial reasons.

After CLT made its offer for Chiltern, DMGT increased its 18.5 per cent stake to 29.99 per cent, buying shares in the market at 300p. As a national newspaper owner, it is banned from holding more than 20 per cent of a commercial radio licence. The additional shares were bought by its ally, European Media Associates, in which it has a 20 per cent stake.

Also subsequent to the bid GWR, in which both DMGT and Capital each have 17 per cent stakes, bought a key 2.25 per cent stake in Chiltern.

DMGT is widely tipped as likely to increase its radio investments once the present tortuous ownership rules are liberalised, probably at the end of this year. Like many media companies, it has been active buying strategic stakes in companies ahead of any change. If successful, CLT's bid would have ruled out Chiltern as a target.

Peter Burton, Chiltern's chairman, said the board was concerned that the panel's decision meant the three groups would continue to hold the majority of shares in the company without minority shareholders being offered the 300p a share DMGT and GWR had paid to secure their stakes. It would monitor the situation, he added.