GFF
02/07/2014 10:01
TAKEOVER
REL: 1001 HRS Goodman Fielder Limited
TAKEOVER: GFF: Goodman Fielder Enters Into Scheme Implementation Deed
- Enters into scheme implementation deed with Wilmar & First Pacific
- Goodman Fielder shareholders to receive A$0.675 cash per share subject to
all necessary conditions being satisfied or waived and Scheme becoming
effective
- In addition, scheme allows for Goodman Fielder to pay a final dividend of
A$0.01 per share for FY14
- As previously announced, expects to record non-cash impairment charge for
FY14. Impairment expected to be in the range of A$300-400m for FY14
(unaudited).
Goodman Fielder Limited ("Goodman Fielder") provides a market update
regarding the indicative, non-binding proposal to acquire 100 per cent of the
equity in the company from Wilmar International Limited ("Wilmar") and First
Pacific Company Limited ("First Pacific").
Following completion of due diligence by Wilmar and First Pacific and
negotiations on the proposed scheme, Goodman Fielder announces that it has
entered into a Scheme Implementation Deed ("Implementation Deed") with Wilmar
and First Pacific under which Wilmar and First Pacific will acquire all of
the remaining issued equity in Goodman Fielder that they do not already own
by way of a scheme of arrangement ("Scheme").
Under the terms of the Scheme, Goodman Fielder shareholders will be entitled
to receive A$0.675 cash per share subject to all necessary conditions being
satisfied or waived and the Scheme becoming effective. The Scheme also
allows for Goodman Fielder to pay a final dividend of A$0.01 per share for
the year ending 30 June 2014.
In the absence of a superior proposal and subject to an independent expert
concluding that the Scheme is fair and reasonable and accordingly in the best
interests of Goodman Fielder shareholders, the Board of Goodman Fielder
unanimously recommends that Goodman Fielder shareholders vote in favour of
the Scheme. Subject to the same qualifications, all members of the Goodman
Fielder Board will vote (or will procure the voting of) all Director Goodman
Fielder Shares at the time of the Scheme Meeting in favour of the Scheme.
Goodman Fielder will appoint an independent expert to determine whether the
Scheme is fair and reasonable and accordingly in the best interests of
Goodman Fielder shareholders. The independent expert's report will be
included in a Scheme booklet which is expected to be distributed to
shareholders in September 2014.
The implementation of the Scheme is subject to a number of conditions which
include the following:
- Goodman Fielder shareholders approving the Scheme at a Scheme Meeting
(requiring approval from a majority in number of shareholders who vote and at
least 75% of the total number of shares voted);
- all necessary regulatory approvals being obtained, including approval from
the Foreign Investment Review Board in Australia, the Overseas Investment
Office in New Zealand and the Ministry of Commerce (MOFCOM) in China;
- no material adverse change, 'prescribed occurrence' or regulatory
restraint; and
- Court approval of the Scheme.
The Implementation Deed contains customary exclusivity provisions and details
the circumstances in which Goodman Fielder may be required to pay a
reimbursement fee to Wilmar and First Pacific.
Full details of the terms and conditions of the Scheme are set out in the
Implementation Deed, a copy of which is attached to this announcement.
Chairman of Goodman Fielder, Steve Gregg, said: "In reaching our conclusion
to unanimously recommend that shareholders vote in favour of the Scheme, the
Board concluded that the proposal represented an attractive value outcome for
shareholders.
"I believe it also represents a positive outcome for our employees, our
customers and our consumers. It provides an opportunity to further leverage
our strong consumer food brands in Australia and New Zealand to grow our
business across the Asian region.
"Therefore, in the absence of a superior proposal and subject to the
independent expert concluding that the Scheme is fair and reasonable and
accordingly in the best interests of Goodman Fielder shareholders, the Board
will unanimously recommend that shareholders vote in favour of the Scheme,"
he said.
It is currently anticipated that a Scheme Meeting will be held in November
2014 and, subject to the conditions of the Scheme being satisfied, the Scheme
is expected to be implemented by the end of 2014. Any delays in obtaining the
necessary regulatory approvals could result in the implementation of the
Scheme being delayed.
An indicative timetable is included in the Scheme Implementation Deed which
is attached to this release.
Update on carrying value of businesses
On 2 April 2014, Goodman Fielder advised that the Group expected to record
non-cash impairments, reflecting the challenging trading conditions and
outlook in its core Baking and Grocery businesses.
As a result, Goodman Fielder expects to record a non-cash impairment charge
in the range of A$300-400 million (unaudited) in its Group accounts for the
year ended 30 June 2014 ("FY14"). This charge is expected to be
predominantly against the Australian/New Zealand Baking business. The final
impairment charge will be determined as financial statements for FY14 are
completed.
Goodman Fielder advises that post the expected non-cash impairment charge,
the Group will continue to operate comfortably within its banking covenants.
* * * * * * *
Media/Analyst enquiries:
Martin Cole
Director, Corporate Affairs
+61 2 8899 7272
End CA:00252346 For:GFF Type:TAKEOVER Time:2014-07-02 10:01:08
