Australian stock exchange orders review of M&A rules after James Hardie backlash

By Scott Murdoch

SYDNEY (Reuters) -The Australian Securities Exchange said on Monday it will review shareholder approval requirements for large corporate buyouts by listed companies, after investors questioned James Hardie (NYSE:JHX) Industries’ $8.75 billion deal for U.S. builder AZEK.

The ASX had given the fibre-cement maker a waiver to avoid a shareholder vote on the deal, angering investors who had campaigned against it.

"ASX acknowledges that Australian institutional investors are concerned that the current settings for shareholder approval requirements may not provide them with enough of a voice," it said in a statement.

A group of investors had called for a review of listing rules, arguing it was unfair that companies could issue a large amount of shares for acquisitions without shareholder approval.

The investors said James Hardie’s AZEK deal would dilute existing shareholders’ interests and change their rights without any vote.

James Hardie also plans to shift its primary listing to New York after the deal which shareholders said could reduce their ability to hold management accountable.

James Hardie said in a statement on Monday it would hold a shareholder vote to approve the shift to New York as its primary listing. The AZEK transaction and the share issuance will still proceed without the need for shareholder approval.

Some James Hardie investors have argued the Australian-listed company has agreed to pay too much for AZEK at a time when the U.S housing market is weak.

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