Judge leaves door open to challenge, once offer shuts

<p>The Federal Court will hear Patrick Corp’s claim that Toll Holding’s undertakings to sell half of Pacific National would be illegal. </p> <p>Justice Alan Goldberg yesterday (Tuesday, April 12) refused an urgent injunction from Patrick to have the case heard before Toll’s current offer closes late on Friday, April 28, a move which would have knocked over Toll’s current bid timetable.</p> <p>However, the judge said the case would be heard on the following Monday morning, May 1, with Toll having to undertake not to withdraw the case if it has gained more than 50% control of Patrick.</p> <p>Justice Goldberg said that rather than grant the Patrick injunction, he wanted to the matter to go to the shareholders, who would decide whether the bid should go ahead. </p> <p>Patrick said the seven-day long undertaking would allow time for Patrick minority shareholders to proceed with the case. The Patrick board, which represents over 11% of Patrick shares, says it will not accept the offer. </p> <p>The judge said he did not wish "the egg to be scrambled" without preserving the opportunity for Patrick shareholders to have their concerns heard if Toll managed to achieve control of Patrick. </p> <p>"The net result of today’s proceedings is that Patrick shareholders will not have any certainty about Toll’s ability to implement the undertakings until this case is determined," Patrick managing director Chris Corrigan said.</p> <p>Toll managing director Paul Little said: "Time has run out for this negative defence strategy. Patrick has now launched five legal proceedings in a bid to prevent its shareholders from accepting this full and fair offer."</p> <p>The case rests on whether directors’ duties under the Corporations Act would override Toll’s undertakings under the Trade Practices Act, to sell off half of the two companies’ joint venture, Pacific National. </p> <br />