GFF
19/05/2014 08:30
TAKEOVER
REL: 0830 HRS Goodman Fielder Limited
TAKEOVER: GFF: Response to Non-Binding Conditional Proposal
Background
On 28 April 2014, Goodman Fielder advised that it had received a non-binding,
conditional proposal from Wilmar International Limited ("Wilmar") and First
Pacific Company Limited ("First Pacific"), to acquire all the issued equity
in the company by way of a scheme of arrangement at a proposed price of
A$0.65 per share.
After due consideration, the Board determined that the proposal materially
undervalued Goodman Fielder and was opportunistic. The Board advised Wilmar
and First Pacific accordingly.
The Board of Goodman Fielder also advised that it remained focused on
maximising shareholder value and would be constructive in relation to
proposals which were consistent with that objective.
On 16 May 2014, Goodman Fielder advised it had received a revised
non-binding, conditional proposal from Wilmar and First Pacific to acquire
100 per cent of the issued equity in Goodman Fielder by way of a scheme of
arrangement at a proposed price of A$0.70 per share and, in addition,
allowing Goodman Fielder to pay a final dividend of A$0.01 per share for the
year ending 30 June 2014.
Board Response
The Board, together with its advisers, has carefully considered the revised
proposal from Wilmar and First Pacific as part of its overall and continued
focus on maximising value for shareholders.
The Board of Goodman Fielder advises that, in the absence of a superior
proposal, it will unanimously recommend that Goodman Fielder shareholders
vote in favour of the revised proposal at a price of $0.70 per share, and, in
addition, allowing Goodman Fielder to pay a final dividend of A$0.01 per
share for the year ending 30 June 2014, subject to the following conditions:
o the parties entering into a scheme implementation agreement containing
terms (other than price) acceptable to all parties;
o an independent expert concluding that the revised proposal is in the best
interests of Goodman Fielder shareholders; and
o no superior proposal emerging.
Goodman Fielder has also agreed to provide Wilmar and First Pacific with
non-exclusive access to due diligence over a short and focused period of
approximately 4 weeks, with precise details of the process to be agreed.
Comment from Chairman
Goodman Fielder Chairman, Mr Steve Gregg, said the revised proposal from
Wilmar and First Pacific maximised value for shareholders.
"Since the initial approach from Wilmar and First Pacific, the Board has been
focused on generating the best outcome which maximised value for our
shareholders.
"In the absence of a superior proposal and subject to various other
conditions, we believe this revised proposal is consistent with that
objective.
"We believe this revised proposal also demonstrates the strength of our
underlying business and brands but also the opportunity to leverage these
assets to grow the business across the Asian region."
Goodman Fielder will continue to keep shareholders informed of any material
developments and advises that shareholders do not need to do anything at this
stage.
* * * * * * *
For further information contact:
Martin Cole
Director, Corporate Affairs
+61 2 8899 7272
End CA:00250582 For:GFF Type:TAKEOVER Time:2014-05-19 08:30:17
