Pepper criticises RHG's independent directors as it withdraws
The Pepper syndicate has withdrawn its offer for RHG, leaving the way open for the Resimac syndicate and RHG to proceed with their planned scheme of arrangement.Resimac and the Australian Mortgage Acquisition Company are almost certainly assured of acquiring 100 per cent of RHG's ordinary shares in an all-cash offer worth 50.1 cents a share.The Resimac and Pepper syndicates have had quite a duel over RHG, which manages a run-off mortgage book. Resimac made its initial bid for RHG in May, offering 41.5 cents a share.Pepper entered the bidding war in early July, and since then Resimac has made three counter-offers.On Friday, Pepper's co-group chief executive, Patrick Tuttle said in a statement that he still believed the offer from Pepper and Cadence Capital was superior to the Resimac bid.Tuttle was highly critical of the RHG board: "Pepper has not once met with any of RHG's independent directors since competition for control of the company began over six months ago."It is inconceivable that for close to six weeks the RHG board was in receipt of a superior proposal [Pepper's September 6 offer] but failed to take any positive steps to explore whether agreement could be reached on the terms of or proposal."Last Thursday, RHG and the Resimac bidding syndicate announced that they had completed amendments to their merger implementation deed, following an agreement the previous week over the latest revision to the Resimac offer for RHG. RHG said its directors had unanimously agreed to accept the terms of the revised offer, having determined that it was superior to the rival offer from Pepper.