Keybridge’s WAM-Backed Board Influence Challenges Yowie Takeover Bid
The Takeovers Panel has received a contentious application challenging Keybridge Capital’s role in the Yowie takeover bid, spotlighting conflicts of interest tied to WAM Active’s influence. Interim orders were declined, leaving the dispute unresolved as a critical shareholder meeting unfolds.
- Application alleges conflicts of interest due to WAM Active’s control loan
- Keybridge board’s influence on Yowie takeover bid questioned
- Interim orders to restrict Keybridge voting rights declined by Panel President
- Final orders sought include independent directors and governance protocols
- Potential impact on minority shareholders’ liquidity and bid outcome
Background to the Dispute
Keybridge Capital Limited (ASX, KBC) finds itself at the centre of a regulatory tussle following an application lodged with the Takeovers Panel by Mr Nicholas Bolton. The application challenges Keybridge’s conduct amid Yowie’s off-market takeover bid, which offers one Yowie share for each Keybridge share. The bid, announced in early May 2025, is conditional on maintaining Yowie’s current board composition, a condition now under scrutiny.
The Core Allegations
At the heart of the dispute is a bridge funding facility Keybridge secured from WAM Active Limited and associated entities. This facility includes a control loan clause that effectively grants WAM nominee directors significant sway over Keybridge’s board decisions. The applicant contends that these WAM nominees, as insiders with conflicting interests, are improperly influencing Keybridge’s stance on the Yowie bid and related board changes.
Specifically, the application argues that Keybridge’s attempt to call a shareholder meeting to alter Yowie’s board composition, potentially installing WAM nominees, is a frustrating action designed to derail the takeover bid. This manoeuvre, it is claimed, undermines minority shareholders’ opportunity to exit via a compliant bid and raises serious governance concerns.
Takeovers Panel’s Response
The Takeovers Panel President, Allan Bulman, declined to issue interim orders to restrict Keybridge’s voting rights at the critical Yowie shareholder meeting held on 27 June 2025. The decision was influenced by the late timing of the application, the difficulty in assessing evidence swiftly, and the potential prejudice to Keybridge as a major Yowie shareholder. However, the Panel reserved the right to intervene later if necessary.
The applicant is pressing for final orders that would exclude WAM nominee directors from decisions related to the Yowie bid, mandate the appointment of independent directors to Keybridge’s board, and establish an independent committee to oversee board conduct during the takeover process.
Implications for Shareholders and the Bid
This unfolding governance conflict raises critical questions about the integrity of the takeover process and the protection of minority shareholder interests. If the allegations hold, the influence of conflicted insiders could compromise the fairness of the bid and the strategic direction of both companies. The outcome of the shareholder meeting and any subsequent Panel rulings will be pivotal in shaping the future of the Yowie-Keybridge relationship.
Investors will be watching closely for any shifts in board composition or governance protocols that might restore confidence or further complicate the bid’s prospects.
Bottom Line?
The resolution of this governance dispute will be a key determinant of the Yowie takeover bid’s fate and minority shareholder outcomes.
Questions in the middle?
- Will the Takeovers Panel impose final orders restricting WAM nominees’ influence?
- How will Keybridge’s board composition evolve following the shareholder meeting?
- What impact will this dispute have on the valuation and success of the Yowie bid?
