https://d381lo9f9jd9w0.cloudfront.n...OH0894_-__Scheme_Book_Registration_merged.pdf
You should refer to page 142 where in section 3.1 (Basis of Assessment) of the Independent Auditor's report it clarifies what it means by "fairness" and "reasonableness".
"an offer is "fair" if the value of the consideration is equal to or greater than the value of the shares subject to the offer. It is a requirement of RG 111 that the comparison be made assuming 100% ownership of the ‘target’ and irrespective of whether the consideration is scrip or cash and without regard to the percentage holding of the bidder or its associates in the target prior to the bid
"Reasonableness" involves an analysis of other factors that shareholders might consider prior to accepting an offer, such as but not limited to:
-the bidder’s pre-existing shareholding in the target
-the liquidity of the market in the target’s and offeror’s shares
-any special value of the target to the bidder
-the likely market price of the target’s shares in the absence of the offer
-any conditions associated with the Scheme
-the likelihood of an alternative offer being made
-the consequences of not approving the Scheme"
And so when the IE says that it isnt fair but it is reasonable, he is saying that the face value of the offer doesn't reflect the value of Altona shares (very important point for AOH because if the deal were to fall through it would set a low precedent), but because of the value you AOH shareholders retain and the value CMMC adds to AOH, the deal is reasonable and in the best interest of shareholders.
I can see how a straightforward reading of the IE assessment looks like a false endorsement, but digging into the technicals of the assessment suggests otherwise
