Bega adds sweetener to WCB offer

Bega Cheese is attempting to up the ante in the fight for Australia's oldest listed milk processor, raising its bid and declaring it unconditional and final.
By · 15 Nov 2013
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15 Nov 2013
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Bega Cheese is attempting to up the ante in the fight for Australia's oldest listed milk processor, raising its bid and declaring it unconditional and final.

The NSW-based company has increased the scrip component of its offer for Warrnambool Cheese & Butter from 1.2 to 1.5 Bega shares.

Combined with its cash component of $2, its bid is worth $8.68 a share based on Thursday's close.

It comes a day after Australia's biggest milk processor, Murray Goulburn, raised its offer to $9 cash a share, valuing WCB at $505 million.

WCB's board has advised shareholders to do nothing until it assesses MG's fresh bid.

Such a fierce bidding war has rarely been seen in agribusiness takeovers, analysts say.

The last aggressive takeover fight came in 2004 between San Miguel and Fonterra over National Foods.

"But it didn't have the multiple-player dimension of this one," PAC Partners agribusiness analyst Paul Jensz said. "Having five moves in a period of a few months is unusual."

Although Bega's revised offer is lower than MG's and largely dependent on its share price, executive chairman Barry Irvin is attempting to woo WCB shareholders by not attaching any conditions to the bid and making it final.

"[Bega's bid] will not be further increased," Mr Irvin said.

Bega, which owns 18.3 per cent of WCB, has approval to proceed with its bid from the competition regulator, unlike Murray Goulburn. MG will make a formal submission to the competition tribunal at the end of this month, with a decision expected to take up to three months.

Meanwhile, Canada's Saputo, which has offered $8 cash a share, needs to secure at least 50.1 per cent of WCB.

This is a tough task for the Quebec-based company, considering Bega, MG and Japanese food conglomerate Kirin own about 45 per cent of WCB.

"If you accept, you will be paid your offer consideration of Bega Cheese shares and cash within eight business days after your valid acceptance form is processed," Mr Irvin told WCB shareholders, adding that Bega would even pay broker handling fees. A Bega-WCB merger would carry less debt than an MG-WCB one, Mr Irvin said.

"Bega Cheese will maintain healthy gearing of approximately 32 per cent."

MG managing director Gary Helou said on Wednesday that Murray Goulburn's gearing would be 56.7 per cent if its bid was successful.

While Mr Helou said he was comfortable with that much debt, Mr Jensz said it was too high for a company dealing in volatile commodities.

"That's the bottom line," Mr Jensz said. "They need to push it down pretty quickly and they're relying on good dairy prices really. If that doesn't happen they're going to be ... under pressure and you need to have a strategy to be able to cope with that."

WCB rejected Bega's original offer on September 12, which valued the company at $319 million.
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