The Takeovers Panel has made an interim order freezing Geminder’s Pact takeover

Two aggrieved businessmen fighting Raphael Geminder have won an interim order from the Takeovers Panel to freeze the billionaire’s $289m Pact takeover.

Raphael Geminder. Picture: Stuart McEvoy

Billionaire Raphael Geminder’s ability to quickly wrap up his protracted $289m takeover of publicly listed packaging empire Pact Group was dealt a blow on Monday after the Takeovers Panel made an interim order halting him from processing shares from Pact investors through a share sale facility.

Mr Geminder can buy shares on market at the 84c per share takeover price but can’t accept for the moment shares sold to him via the specially created investor facility as part of the takeover deal.

Given Pact shares have mostly traded above the takeover offer price, it means he is unlikely to substantially lift his stake until the Takeovers Panel issue is resolved.

The Takeovers Panel decision, issued late on Monday, was in reaction to an appeal from two Pact shareholders, David Harris and Mark Gandur, who argued Mr Geminder, through his private companies Bennamon Industries and Kin Group had last week misled Pact shareholders and coerced them into selling their stock into the bid.

The two businessmen have a 6 per cent stake in Pact which could derail Mr Geminder’s entire bid and his plan to take his packaging company private.

The duo have argued the billionaire’s Kin Group made misleading and confusing statements to shareholders warning Pact was about to be delisted from the ASX, leaving holdout shareholders stranded in an unlisted stock.

This potentially unduly coerced some into selling into the takeover, they argue. Separately, Mr Harris and Mr Gandur are locked in a legal battle over a $30m earn-out payment they believe Mr Geminder’s Pact owes them from when they sold their coat hanger and security tag business to the billionaire in 2018.

The two issues now look to have been conflated as the aggrieved businessmen look to other shareholders to resist Mr Geminder’s bid for Pact.

That takeover is already showing signs of strain. When Mr Geminder kicked off his bid in September — starting at 68c but, under pressure from Pact’s independent directors, later lifted to 84c — he had just over 50 per cent of the company. He rapidly then raced to 87.18 per cent but fell just short of the 90 per cent needed to move to compulsory acquisition.

The takeover has been extended several times and is on its tenth supplementary bidders statement.

Now the Takeovers Panel has made an interim order restraining Mr Geminder’s private vehicle Bennamon Industries from processing any acceptances received from Pact Group shareholders offered into his $289m takeover.

The interim order has effect until either a further order of the acting president of the Panel, determination of the proceedings or two months from the date of the interim order, whichever is earliest.