Skandia remained opposed to Old Mutual's $6-billion bid today, championing the rights of the minority of shareholders who have rejected the South African insurer's offer.
Old Mutual said yesterday that its cash-and-shares offer had been accepted by shareholders representing 62.5 per cent of the Swedish savings group, taking it well above the 50 per cent threshold it had set for the bid.
"Yesterday's announcement by Old Mutual entails that Skandia has a large number of shareholders who have not accepted the offer. It is thus clear that Skandia will continue to be a listed company," the Swedish firm said in a statement.
The board noted that shareholders with 10 per cent or more of a company had certain rights in relation to the majority owner, such as being able to call a general meeting, ensuring a minimum dividend and blocking a complete takeover.
"Based on these rules, Skandia will continue to be governed as an independent entity as long as there are minority shareholders still holding shares in Skandia," it said.
Skandia shareholders with more than 10 per cent of the firm, mainly Swedish pension funds, have publicly rejected the offer.
London-listed Old Mutual expects to close the deal in the middle of next month. It has extended the offer to January 12 to allow shareholders who resisted the deal to change their minds, and hopes Skandia's management will begin supporting the bid.
But Skandia's board said it was taking a stand to protect the rights of the minority, and that smaller owners would be able to coexist with Old Mutual on the board.
"Skandia's board and management will now engage in discussions with Old Mutual over how they wish to proceed and what the cooperation between the two companies should be going forward," Skandia said.
Old Mutual was not immediately available for comment. The company will take a majority of board seats in Skandia after the bid ends, even if opposition to the takeover continues, and some analysts said this was not likely to prove a sustainable situation in the long term.