THE final regulatory hurdle has been cleared in the $1.3 billion Asian bid for Aussie food giant Goodman Fielder (ASX code: GFF).
Nanjing Night Net

The Overseas Investment Office (OIO) in New Zealand – the last remaining regulatory approval needed – granted its consent for the acquisition today.

The Chinese regulator – the Anti-Monopoly Bureau of the Ministry of Commerce of the People’s Republic of China (MOFCOM) – gave its approval earlier this week.

Singapore oils giant Wilmar International and First Pacific, a Hong Kong investment company, first flagged their bid last April.

In the next step, a shareholder meeting to consider and vote on the proposal is scheduled for February 26. Goodman Fielder says it will continue to keep shareholders updated on “any material developments”.

The scheme of arrangement needs approval from 75 per cent of the shares cast and 50pc of shareholders. Retail shareholders, who account for about 10pc of the shares on issue, are reported to be largely unhappy with the terms of the deal and the loss of another Australian food company to foreign owners.

With its iconic brands Crisco and Gold’N Canola, Goodman Fielder is the largest canola, soybean and sunflower oil supplier to Australian retailers, while Wilmar has cornered the market in imported packaged oils which supermarkets sell under their private labels.

The Australian Competition and Consumer Commission (ACCC) announced in September it would not oppose the joint acquisition, saying packaged vegetable oil can be readily imported from international suppliers, and is thought to have low levels of brand loyalty, “making it easier for retailers to bypass their existing suppliers”.

Wilmar and First Pacific’s initial bid of 65 cents a share was knocked back by GFF as “opportunistic”. A 70c/share bid was eventually watered down to 67.5c/share in July after the joint bidders completed four weeks of due diligence, which revealed the need for significant capital investment and asset write-downs.

Wilmar and First Pacific have material adverse change clauses attached to their 67.5 cent a share offer, which enables the bidders to walk away if recurring earnings before interest and tax falls $30 million or the value of net assets falls by $100 million in 2015.

GFF reiterated its support for the $1.3b bid after delivering a flat first-half profit result earlier this month, with underlying net profit slipping 1 per cent to $29.7 million as cheaper milk and wheat costs countered falling prices in bread and spreads.

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