Several Pushpay shareholders queried whether the directors had lost touch with the company. Photo: 123RF
Shareholders in mobile payments company Pushpay Holdings have quietly laid to rest the proposed $1.5 billion takeover by its two biggest shareholders, with the board continuing to defend its support for the deal.
At a meeting this morning the bid remained well short of one of the key voting thresholds, approval by 75 percent of votes cast by shareholders not associated with the bid.
According to the final tally, only 56 percent of shares not associated voted in favour.
The other threshold was for more than 50 percent of the total number of Pushpay shares on issue to be voted in favour, and the company said this threshold was met.
The board's independent directors reiterated support for the offer, saying there was a range of risks to the company's change of strategy and revised earnings forecasts, which made the offer the best there is likely to be.
In a placid meeting several shareholders queried whether the directors had lost touch with the company and its management and whether they should go given the "overwhelming defeat" of the deal.
Board chair Graham Shaw pushed back against the description.
"I'd challenge that [it was] overwhelmingly defeated.
"The reality is that the majority of our shareholders still voted in favour of the scheme. The scheme does not meet one of the thresholds that was required.
"So honestly, I just I don't accept that's a failure on the part of the board."
He said there was no suggestion that the directors would quit as a result, or that they had lost focus on the company and had a "sell" mentality.
"There are no current plans for changes at the board of directors due to the scheme not proceeding ...I would just stress that the board is supportive of management.
"There is certainly no lack of faith."
The head of equities at Nikko Asset Management, Stuart Williams, who publicly opposed and criticised the offer, was not calling for scalps.
"It's not in our mind that we'd desire or expect resignations from the board. We're having a bit of a disagreement about valuation and timeframes, we're not having a disagreement about strategy or confidence in you as individuals or you as a board or you as the management team."
Shaw said it was likely that hedge funds - which had bought into Pushpay when the deal was first announced - would sell now the deal had failed.
The board and the bidders have until Tuesday to decide on whether to hold another meeting.