• Harvest Lane Asset Management filed an application with the Takeovers Panel regarding Dropsuite Ltd's affairs
• Topline Capital Management, Dropsuite's largest shareholder, sold 11.3% of its stake after stating it would vote in favor of the proposed scheme
• Harvest Lane alleges Topline's share sales were misleading and created a false market

Dropsuite Ltd (ASX: DSE) has received an application from Harvest Lane Asset Management Pty Ltd in relation to the company's affairs. Dropsuite had previously announced that it had entered into a scheme implementation deed with NinjaOne, LLC and NinjaOne Australia Pty Ltd, under which NinjaOne Australia Pty Ltd would acquire 100% of Dropsuite's ordinary shares for $5.90 per share in cash via a scheme of arrangement. In its announcement, Dropsuite stated that its largest shareholder, Topline Capital Management LLC (Topline), which held approximately 31.0% of the company's shares, had confirmed its intention to vote in favor of the proposed scheme. However, Topline subsequently disclosed that it had sold 11.3% of its Dropsuite shareholding through on-market sales between January 28 and February 6, 2025. Harvest Lane alleges that Topline's share sales were misleading as the intention statement did not indicate Topline had reserved the right to sell shares before voting in favor of the scheme, and that Topline failed to disclose the transactions within the required timeframe, creating a false market in Dropsuite shares. Harvest Lane is seeking interim orders to prevent Topline from selling any further shares, and final orders requiring Topline to return to and vote its original 31.0% stake in favor of the scheme.