Xref Shareholders Reject SEEK Takeover, Company Stays Independent
Xref Limited’s proposed acquisition by SEEK Limited failed to secure the necessary 75% shareholder approval, leading to the termination of the scheme and a renewed focus on independent growth.
- Scheme approved by majority of shareholders but failed 75% vote threshold
- 67.6% of votes cast in favor, below required 75%
- Scheme Implementation Deed with SEEK terminated immediately
- Xref to continue executing growth strategy independently
- Significant discretionary proxy votes against the scheme influenced outcome
Scheme Meeting Outcome
On 3 February 2025, Xref Limited (ASX: XF1) held a pivotal Scheme Meeting to decide on SEEK Limited’s proposed acquisition of 100% of Xref shares. While a majority of shareholders, 78.82% by number, voted in favor, the scheme ultimately failed to meet the critical 75% voting threshold required under the Corporations Act. Only 67.60% of votes cast supported the scheme, resulting in its rejection.
Impact of Proxy Votes
The voting dynamics were notably influenced by discretionary proxies. A proxy other than the Chair held nearly 19.4 million votes, of which approximately 9.5 million were cast against the scheme and nearly 9.9 million abstained. This significant block of votes played a decisive role in preventing the scheme from reaching the supermajority needed for approval.
Termination and Strategic Implications
Following the vote, Xref and SEEK agreed to terminate the Scheme Implementation Deed with immediate effect. This development marks a clear end to SEEK’s bid to acquire Xref, leaving the technology company to continue as an independent entity. Xref’s board has signaled its commitment to pursuing its growth strategy autonomously, with a business update expected shortly.
Market and Investor Sentiment
The failure of the scheme introduces a degree of uncertainty for investors who had anticipated potential synergies from the acquisition. However, the strong shareholder turnout and majority approval by number suggest a divided but engaged shareholder base. The termination also underscores the challenges of securing supermajority support in contested deals, especially when significant proxy votes are exercised against proposals.
Looking Ahead
With the acquisition off the table, all eyes will be on Xref’s forthcoming business update and how the company plans to capitalize on its independence. The technology sector remains competitive, and Xref’s ability to execute its growth plans without SEEK’s backing will be closely scrutinized by the market.
Bottom Line?
Xref’s independence is secured for now, but the company must prove its growth potential without SEEK’s support.
Questions in the middle?
- What specific growth initiatives will Xref prioritize following the scheme’s termination?
- How will SEEK respond strategically after the failed acquisition attempt?
- Could renewed acquisition interest emerge if Xref’s independent strategy falters?
