Mobly has announced that it received a proposal from home24, its largest shareholder with 44.38% of the company's share capital, to include specific changes in the agenda of the next General Meeting. The German company suggested amending article 36 of Mobly's bylaws and excluding articles 35 to 40 under particular conditions.
The proposed amendment to article 36 involves removing the 20% premium from the calculation of the minimum price for public offerings to acquire shares (OPA). Instead, the price would be the higher of the volume-weighted average price over the last 180 days or the highest price paid by the bidder in the previous six months. Additionally, home24 proposed eliminating the obligation for a takeover bid when a shareholder acquires 20% or more of the company's capital, as stipulated in articles 35 to 40.
Mobly's board unanimously recommended that shareholders reject home24's proposal, arguing that the changes could harm the company by eliminating takeover protections without ensuring a binding offer and fair price for control. The board emphasised that such alterations could "destroy value" for shareholders.
The proposal will be discussed at the Ordinary and Extraordinary General Meeting on 30 April 2025, with shareholders also able to vote remotely. Mobly noted that implementing the proposed changes without prior consent from relevant creditors and third parties could trigger the early maturity of Tok&Stok's debentures, making the issue more complex.
The board's stance highlights concerns over maintaining shareholder protection and fair market practices.
Source: www.moneytimes.com.br