Goodman Fielder turns down First Pacific, Wilmar’s $1.18B acquisition offer

Screengrab from https://www.goodmanfielder.com.au

MANILA, Philippines — The Manuel V. Pangilinan-led First Pacific Co. Ltd of Hong Kong and Singaporean agribusiness firm Wilmar International have made a $1.18 billion offer to fully acquire Goodman Fielder Ltd., an Australian supermarket food supplier behind the brands Meadow Lea and Vogels.

The offer price, at $0.603 per share, was at a more than 20 percent premium to the April 23 closing price of Goodman, listed in Australia and New Zealand, the First Pacific said in a regulatory filing.

The offer, however, was rejected by the board of Goodman, which said the proposal “materially undervalues” Goodman and was opportunistic.

Goodman said its officials have met with First Pacific and Wilmar, an existing shareholder with a 10.1 percent stake, and they have been advised of the board’s view, accordingly.

“The board of Goodman Fielder remains focused on maximizing shareholder value and will be constructive in relation to proposals which are consistent with this objective,” the company said in a filing to the Australia Stock Exchange on Monday.

The offer was seen as part of First Pacific’s aggressive push to expand its regional food presence ahead of the economic integration of Association of Southeast Asian Nations in 2015.

First Pacific and Wilmar, nevertheless, noted they would be conducting due diligence on Goodman’s business and finances in an exercise that would be completed in approximately four weeks, its filing showed.

First Pacific, a major shareholder of Philippine Long Distance Telephone Co. and Manila Electric Co. in the Philippines, owns PT Indofood Sukses Makmur Tbk, one of the biggest food companies in Indonesia.

Last year, it acquired 34 percent of  Roxas Holdings Inc., the Philippines’ third-biggest sugar refiner and largest sugar miller, and recently bought a 5.8 percent stake in sugar maker Victorias Milling Corp.

“The proposed transaction [ of Goodman] represents an opportunity for the company and its subsidiaries to create a leading Asia-Pacific agricultural and consumer staples company,” First Pacific said in its filing.

First Pacific noted that its offer would be done through a 50-50 joint venture with Wilmar. It intended to privatize Goodman, meaning its shares would be delisted from stock exchanges in Australia and New Zealand.

In its statement, Goodman said it remained committed to executing a strategic plan that would deliver additional A$25 million in cost savings and to maximize its dairy business in New Zealand. It is also looking to generate bigger savings from its baking business.

“Goodman Fielder will continue to asses other opportunities to maximize shareholder value,” the company added.

Goodman Fielder appointed Credit Suisse as financial adviser and Herbert Smith Freehills as legal adviser. UBS AG and Bank of America Merril Lynch are advising First Pacific and Wilmar.