Keybridge Capital urges shareholders to take no action following an off-market takeover bid from its own subsidiary, Yowie Group, citing serious governance concerns and legal disputes.
- Yowie Group launches off-market takeover bid for parent Keybridge Capital
- Keybridge’s voting power in Yowie reduced after Yowie’s 15% capital placement
- Keybridge alleges misuse of shareholder funds and governance failings at Yowie
- Keybridge intends to replace Yowie’s directors and maintain operational control
- Keybridge advises shareholders to take no action regarding the bid
A Subsidiary’s Bid Sparks Corporate Turmoil
In an unusual and complex corporate standoff, Keybridge Capital Limited (ASX: KBC) has publicly urged its shareholders to take no action following an off-market takeover bid announced by its own subsidiary, Yowie Group Ltd (ASX: YOW). The bid, declared on 9 May 2025, comes amid a backdrop of escalating governance tensions and legal wrangling between the parent and its subsidiary.
Yowie’s recent private placement of 15% of its issued capital to wholesale investors has diluted Keybridge’s voting power at Yowie shareholder meetings from 66.78% to 58.07%, despite an increase in its technical relevant interest from 78.34% to 81.17%. This shift has intensified the power struggle, with Keybridge expressing serious concerns about Yowie’s corporate governance and accusing its directors of misusing shareholder funds for personal benefit rather than advancing shareholder interests.
Questioning the Bid’s Legitimacy
Keybridge dismisses the takeover bid as disingenuous and frivolous. The parent company highlights several red flags, including the unclear valuation of the offer due to Yowie’s lack of audited accounts and prolonged ASX trading suspensions. Keybridge also notes that Yowie is aware of its intention to convene a general meeting to replace Yowie’s directors and has already served formal notices to remove the current board members.
Further complicating matters, Keybridge accuses Yowie of withholding its members’ register, a statutory requirement, which Keybridge alleges constitutes a strict liability offence. The bid’s proposed consideration, involving Yowie shares, faces multiple hurdles including the need for shareholder approval, ASX waivers, and relief from ASIC, all of which Keybridge intends to oppose.
A Battle for Control and Governance
The takeover bid appears to be a strategic move by Yowie to resist Keybridge’s efforts to assert operational control and overhaul its board. Despite Yowie’s resistance, Keybridge remains resolute in its plan to secure control, supported by a funding facility from its largest shareholder, WAM Active Limited.
Keybridge’s firm stance and public communication signal a protracted governance battle that could have significant implications for both companies’ futures. Shareholders are advised to remain patient as Keybridge promises further updates and clarifications in due course.
Bottom Line?
The unfolding governance dispute between Keybridge and Yowie sets the stage for a high-stakes corporate showdown with uncertain outcomes.
Questions in the middle?
- Will Keybridge succeed in replacing Yowie’s current directors despite resistance?
- How will regulatory bodies respond to the alleged withholding of Yowie’s members’ register?
- What impact will this dispute have on the valuation and market perception of both companies?