• Duxton Farms proposes to merge with four unlisted entities, subject to shareholder approval
• Merger consideration of $1.25 per share, with option to elect up to 20% cash
• Placement to selected investors, including entities associated with major shareholders

The Takeovers Panel has declined to conduct proceedings on an application from Grant David Jopling, Edward Fraser Hesket Youds, Explorer Corporations Pty Ltd and Chun Kei Leung in relation to the affairs of Duxton Farms Ltd (ASX: DBF). The application concerned alleged contraventions of sections 606 and 671B by Messrs Richard Magides and Edouard (Ed) Peter, arising from their alleged undisclosed association, in the context of a merger proposal and conditional placement announced by Duxton Farms. The Panel considered that the disclosures relating to the Transactions were complex and has provided a summary. The proposed merger involves the merger of Duxton Farms with four unlisted entities (Duxton Bees Pty Ltd, Duxton Dried Fruits Pty Ltd, Duxton Dairies (Cobram) Pty Ltd and Duxton Orchards Pty Ltd) in which Richard Magides and Ed Peter have an interest. The merger will proceed if schemes are approved in respect of all four entities or all except Duxton Orchards. Scheme shareholders will receive Duxton Farms shares valued at $1.25 per share, with the option to elect up to 20% of their consideration in cash. The merger is subject to several conditions, including shareholder approval for Duxton Farms to acquire shares in the merger entities from Richard Magides and entities associated with Ed Peter. As part of the merger, Duxton Farms also proposes to undertake a capital placement to selected institutional investors, including entities associated with Ed Peter and Richard Magides. The Panel concluded there was no reasonable prospect that it would make a declaration of unacceptable circumstances and declined to conduct proceedings.