Murray Goulburn is urging the Abbott government to halt Saputo's bid to control Warrnambool Cheese & Butter, saying the Canadian dairy company has "misinformed" shareholders.
As Saputo's stake in WCB increased to 4.8 per cent on Wednesday, Murray Goulburn protested to the Takeovers Panel, asking it to stop the Montreal-based company from accepting any more shares. Murray Goulburn and Saputo are locked in a three-way battle to control Australia's oldest listed milk processor, which has made it the world's most expensive dairy company.
But while Saputo, which has the support of WCB's board, can start accepting shares, Murray Goulburn has to wait up to six months to see if the competition regulator approves its bid.
In its application to the panel, Murray Goulburn attacked WCB's abandonment of two special dividends of 46¢ and 85¢ if Saputo's holding reached between 50 and 90 per cent.
Instead, Saputo will pay shareholders an extra 20¢ if it hits 50 per cent, valuing its bid at $9.20 a WCB share, or $515 million.
Murray Goulburn, which has offered $9 cash, or $505 million, argued that WCB shares traded from November 15 to 25 on the basis of "misinformation as to the terms of the Saputo bid".
"Murray Goulburn seeks interim orders, including that Saputo be restrained from processing acceptances and acquiring Warrnambool shares on market," Murray Goulburn said in its submission.
"The Warrnambool board should advise shareholders to wait until the bid is in its final stages, or bidders have declared their bids final."
The biggest dairy company also asked the Takeovers Panel to reinstate WCB's proposed payment of special dividends and stop Saputo from tinkering with its bid to include the conditional payment of an extra 20¢ a share.
"And Warrnambool should release the bid implementation agreement between Warrnambool and Saputo to the market."
NSW-based Bega Cheese is the only suitor to declare its offer final. Its bid of $2 cash plus 1.5 Bega shares was worth about $8.99.
Takeovers Panel counsel Alan Shaw said no sitting panel had been appointed, nor had a decision been made about whether to proceed further.