South Africa’s Supreme Court of Appeal has rejected Harmony Gold‘s (HMY-N) request for an urgent appeal of the Competition Appeal Court’s (CAC) recent ruling that froze the voting rights of it newly acquired Gold Fields (GFI-N) shares.
The CAC also refused a similar application, and a request for an order that would suspend the CAC’s sanction on the voting rights until finalization of Harmony’s appeal.
Harmony suffered another loss in the country’s Constitutional Court, where its request that it be allowed to appeal the CAC’s ruling in the Supreme Court was dismissed.
In its original ruling, handed down on Nov. 26 (the final day of the first phase of Harmony’s two-part takeover bid), the CAC concluded that Harmony’s bid qualifies as a notifiable merger for competition purposes and may not proceed until its is formally approved by competition authorities, thereby handcuffing Harmony’s newly acquired Gold Fields shares.
Meanwhile, the United States District Court in the Southern District of New York has denied Harmony’s application for a temporary restraining order and preliminary injunction to prevent the Bank of New York from issuing Gold Fields a discretionary proxy. That proxy would allow Gold Fields to vote any of its un-voted American depository shares (ADS) in favour of its plan to merge its international assets with those of Iamgold (IMG-T). The Bank of New York is the U.S. depository for Gold Fields’ U.S. shares.
Harmony has also asked the High Court of South Africa to prevent Gold Fields from voting the ADS at a shareholder vote on Dec. 7. A hearing is expected later this week.
Harmony acquired 10.8% of Gold Fields shares under its recently completed early offer. Around 30% of Gold Fields’ stock is represented by ADS.
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