In this edition, we cover developments in the Takeovers Panel (Panel) proceedings concerning DGR Global Limited (ASX: DGR) (DGR) and the Australian Competition and Consumer Commission’s (ACCC) Phase 2 review of Zoetis Holdings LLC’s (Zoetis) proposed acquisition of Neogen Corporation’s (Neogen) animal genomics testing business. We also examine separate winding-up applications by the Australian Securities and Investments Commission (ASIC) in relation to Capital Guard AU Pty Ltd (Capital Guard) and First Mutual Private Equity Pty Ltd (First Mutual).
In Over the Horizon, we consider how the new Office of AI within the Department of the Prime Minister and Cabinet (PM&C) and proposed mandatory standards for large AI data centres could reshape infrastructure investment decisions.
Governance
Panel makes interim orders and accepts undertaking in relation to the affairs of DGR Global Limited.
On 6 July 2026, the Panel received an application from DGR shareholder Mr Jeremy Raper concerning a proposed buy-back. The application relates to May 2026 off-market share acquisitions by DGR’s two largest shareholders, Tenstar Trading Limited (Tenstar) and Samuel Holdings Pty Ltd (Samuel), an entity associated with DGR’s managing director. In June 2026, DGR announced an on-market share buy-back of up to 10% of its issued capital. Mr Raper alleges deficient substantial holder disclosure by Tenstar, an undisclosed association between Samuel and Tenstar, and potential control effects from DGR’s proposed buy-back. On 8 July 2026, the Panel made interim orders preventing Tenstar from dealing with its DGR shares without consent. On 17 July 2026, the Panel accepted an undertaking from Samuel not to deal with any DGR shares in which it has a relevant interest without consent until the proceedings conclude. Directors considering buy-backs should assess whether the buy-back could increase the voting power of a major shareholder or associated group, particularly where disclosure or association concerns have been raised.
Regulatory
ACCC sends Zoetis animal genomics deal to Phase 2.
On 17 July 2026, the ACCC decided that Zoetis’ proposed acquisition of Neogen’s global animal genomic testing business could substantially lessen competition and requires an in-depth Phase 2 review. Zoetis and Neogen both supply genomic testing services for beef cattle, dairy cattle and sheep in Australia. The ACCC is concerned that the deal would combine the two largest suppliers of cattle genomic testing services in Australia, where there are limited alternatives and significant barriers to entry or expansion. It is also considering whether Zoetis’ access to a larger and broader set of Australian cattle and sheep genetic data could strengthen its competitive position. The ACCC has not reached a conclusion, and submissions on its Phase 2 Notice close on 31 July 2026. Directors should keep in mind that merger reviews may focus not only on market shares and the number of competitors but also on whether combining unique datasets could provide the merged business with advantages rivals could not readily match.
Legal
Investor funds: ASIC actions highlight asset checks.
On 14 July 2026, ASIC announced that it had applied to the Supreme Court of New South Wales to wind up Capital Guard on just and equitable grounds and appoint an independent liquidator. ASIC’s concerns include management and governance failures, the handling and apparent misuse of investor funds, whether particular bonds existed as represented, false information apparently provided to the auditor and regulatory and reporting failures. ASIC says Capital Guard raised approximately $17.4 million from approximately 80 investors, with only a small proportion remaining in known bank accounts and payment platforms. The proceeding was listed for a directions hearing on 20 July 2026, and ASIC’s investigation into Capital Guard and related persons and entities is ongoing. On the same day, ASIC also announced that the Federal Court had ordered First Mutual and an unregistered managed investment scheme operated by First Mutual and Mr Gregory Raymond Cotton to be wound up, following ASIC’s application. Liquidators were appointed to take control, recover available assets, assess claims and make distributions where funds are available. ASIC’s investigation remains ongoing. Directors should maintain clear oversight of investment products, including independent asset checks, direct reporting on custody and payment flows and regular reconciliation between product representations and actual holdings. Auditor requests and unexplained discrepancies should be escalated promptly to the board.
Over the Horizon
Proposed AI data centre rules could reshape investment plans.
On 15 July 2026, the Australian Government announced proposed Australian Standards for AI, including mandatory requirements for large-scale data centres, and established the Office of AI within PM&C to coordinate the standards and broader AI policy work. The standards may require large-scale data centres to underwrite new power supply, pay grid connection costs, reduce power use when needed to support the grid and maximise water efficiency. A recent G+T insight notes that new operators may also need to fund additional water infrastructure and contribute at least as much power to the grid as they consume. The government intends to take the proposal to National Cabinet in August, with legislation expected in early 2027, although the framework remains subject to consultation. The implications extend beyond technology policy. Power availability, grid connection lead times, water, planning approvals, environmental constraints and community acceptance already shape where and when data centres can be developed. Another recent G+T insight notes that site, power, approvals, customer strategy and financing should progress in parallel, as early decisions can affect timing, bankability and risk allocation. Boards involved in sponsoring, financing, supplying or contracting with data centre and AI projects should retest investment decisions against the proposed power, grid and water obligations. They should also check approval timing, infrastructure costs, community-impact assumptions and contractual allocation of regulatory-change risk.