Amber Capital challenges Crane's bid for Antares Vision in Milan

Amber, other funds have sought deeper regulatory scrutiny of bid See risk of misuse of enhanced voting rights mechanism Structure of Crane’s transaction guarantees delisting outcome By Elvira Pollina and Valentina Za MILAN, Jan 19 (Reuters) - Activist investor Amber Capital said a takeover bid by U.S. technology group Crane NXT for Milan-listed Antares Vision (ANV.MI) was too low and risked setting a precedent by using Italy’s enhanced voting rights rules to force the hand of minority shareholders. Crane NXT (CXT.N) is set to launch a mandatory offer for 41% of Antares after agreeing in September to buy in stages 58.7% of the company from its main investors and some of its top executives under a plan to take it private. The U.S. authentication service group offered Antares investors 5 euros for a share, in a deal valuing the company at 445 million euros ($517 million) including debt. “We believe the price offered is not adequate,” Amber Capital’s Italy head Giorgio Martorelli told Reuters. Amber is part of a group of four funds holding a combined 13% stake in Antares that in October asked Italy’s market regulator Consob to scrutinise Crane’s offer structure, a letter now reviewed by Reuters showed. The group, which also includes French asset manager Amiral Gestion, said in the letter the deal risked penalising minority shareholders through an improper use of Italy’s enhanced voting rights mechanism. Antares offers services that allow products to be inspected and tracked. TAKING ADVANTAGE OF VOTING RIGHTS SCHEME By staggering its investment in Antares, Crane could count on the help of existing shareholders in Antares to approve a delisting of the company even with zero take-up of its bid from other investors. The enhanced voting rights scheme, which Italy introduced to encourage market listings by helping shareholders retain sway over their companies, applies only to long-term investors. “Crane, acting in concert with the seller, is pushing minority investors to tender their shares,” Martorelli said. Crane NXT and Antares Vision did not respond to requests for comment from Reuters. Consob declined to comment. The regulator last week said it needed more time to review the terms of the offer. In agreeing to sell its stake to Crane, Antares’ main shareholder initially kept a 26% holding, equal to 41% of voting rights thanks to the loyalty share scheme. The group of funds said the structure gave Crane and selling shareholders sufficient voting power to approve a merger of Antares into a privately held vehicle, allowing them to delist the company even if the buyout offer fell short of that outcome. “While formally legitimate, such a structure distorts – if not abuses - the enhanced voting rights scheme,” the investors said in the letter to Consob. Many institutional investors, such as mutual and pension funds, are restricted by mandate from holding stakes in privately owned companies. ($1 = 0.8604 euros)