The Australian Government's Takeovers Panel has made a declaration of unacceptable circumstances and issued final orders regarding Harvest Lane Asset Management's application regarding Dropsuite's (ASX:DSE) proposed acquisition by NinjaOne Australia, for AU$5.90 per share, via a scheme of arrangement, according to a Friday filing with the Australian bourse.

The matter relates to shareholder Topline Capital Management, which held a 31% stake in Dropsuite by Jan. 28, the day the acquisition proposal was reported. The filing disclosed that the shareholder was committed to vote in favor of the scheme.

However, Topline reduced its stake from 31% to 19.7% between January 28 and February 6, without disclosure until Feb. 18, the panel said.

Topline disclosed the share sales were due to liquidity needs and expressed intent to hold its remaining shares, but continued to dispose of Dropsuite shares between February 27 and March 17, with its stake ultimately dropping to 10.5%, the filing added.

The Panel found that Topline contravened substantial holder provisions, depriving investors of key information regarding support for the scheme.

As a result, the Panel deemed the circumstances surrounding the share disposals as unacceptable, as they had, or were likely to have, a detrimental impact on the control or potential control of Dropsuite, the company said.

The Panel has imposed orders preventing Topline and its associates from selling shares, reducing their voting power, and directing them to vote in favor of the proposed scheme.

The orders will remain in effect until the day after the scheme meeting, the termination of the scheme deed, or the scheme's end date of Sept. 28.