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Goodman Fielder Accepts Wilmar-First Pacific’s Offer

Goodman Fielder Ltd. accepted a A$1.4 billion ($1.3 billion) takeover offer from Wilmar International Ltd. (WIL) and First Pacific Co. (142) after the bidders lifted an initial proposal by 7.7 percent.

The board of Australia’s biggest baker will unanimously recommend the 70 Australian cents-a-share proposal and let the bidders conduct due diligence for four weeks, the Sydney-based company said in a regulatory statement today. Wilmar and First Pacific are proceeding with due diligence following the target’s decision, the two companies said today.

“The board has been focused on generating the best outcome which maximized value for our shareholders,” Goodman Fielder Chairman Steve Gregg said in a statement. “This revised proposal is consistent with that objective.”

Goodman Fielder (GFF) shares, halted yesterday, fell to as low as 64 Australian cents when they resumed trading today, below the original 65-cent offer made April 28 that the company had said “materially undervalues” its business. Sydney-based Pacific Equity Partners is also weighing a bid, the Australian Financial Review reported May 5, without saying where it got the information.

The increased offer is “a pretty good deal,” Evan Lucas, a market strategist at IG Ltd. in Melbourne, said by phone. “From a shareholders’ point of view it could be a get-out-of-jail-free card.”

Goodman Fielder has posted net losses in two of the past three fiscal years. The maker of Meadow Fresh yogurt, Olive Grove margarine and Wonder White bread will also report a loss in the current year ending June 30, according to the median of seven analyst estimates compiled by Bloomberg.

Consumer Food Products

Rising incomes in nearby Asian markets have stoked interest in acquiring food-related companies in Australia, the fourth-biggest wheat exporter and third-largest shipper of beef. About $12 billion in deals have been announced in the country’s food and agricultural sector over the past five years including the offer for Goodman Fielder, according to data compiled by Bloomberg.

Wilmar, the world’s biggest palm-oil producer, will bid with First Pacific through a 50-50 joint venture.

Wilmar said yesterday that First Pacific has entered into agreements with Goodman Fielder’s two largest shareholders, Perpetual Ltd. and Ellerston Capital Ltd., to buy as much as 9.8 percent of its shares if the bid is recommended.

“It’s definitely Wilmar wanting to go more into consumer products,” said Ivy Ng, an analyst with CIMB Investment Bank Bhd. in Kuala Lumpur. The company will be able to introduce Goodman Fielder’s products into China, where Wilmar is strong, and First Pacific could do the same for Indonesia, she said.

Previous Approach

Wilmar had previously approached the baker and discussed a takeover after buying a 10 percent stake in February 2012. Discussions that year failed to produce a price they could agree on and Wilmar was considering selling the holding, Chief Executive Officer Kuok Khoon Hong said in August 2012.

The revised offer gives Goodman Fielder an enterprise value of A$1.92 billion, equivalent to 7.9 times its A$243.7 million in earnings before interest, taxes, depreciation and amortization in the most recent 12-month period. That compares with a median multiple of 9.9 times Ebitda in 40 baking and dairy takeovers globally over the past five years, according to data compiled by Bloomberg.

Goodman Fielder fell 1.1 percent to 66.5 Australian cents at the close in Sydney trading before the acceptance announcement. The stock dropped a record 22 percent on April 2 after the company said earnings would fall as much as 15 percent below analysts’ estimates and that it expects to write down businesses.

Shares of Goodman Fielder traded in Wellington climbed 1.4 percent to 74 New Zealand cents today.

To contact the reporters on this story: David Fickling in Sydney at dfickling@bloomberg.net; Ann Koh in Singapore at akoh15@bloomberg.net

To contact the editors responsible for this story: Stephanie Wong at swong139@bloomberg.net Suresh Seshadri, Ben Scent

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