Australian food manufacturer Goodman Fielder has recommended its shareholders accept a revised takeover proposal by a 50:50 joint venture between Hong Kong-based investment management and holding company First Pacific Company Limited (First Pacific) and leading Asian agribusiness group Wilmar International Limited (Wilmar).

First Pacific and Wilmar have announced that they are proceeding with due diligence following a recommendation by the Board of Directors of Goodman Fielder. The due diligence by First Pacific and Wilmar is anticipated to take several weeks.

Goodman Fielder is a leading listed food company in Australasia with such iconic brands as Meadow Lea, Praise, White Wings, Pampas, Mighty Soft, Helga’s, Wonder White, Vogel’s (under license) and Meadow Fresh.

In late April 2014 Australian Food News reported that Goodman Fielder had rejected a non-binding all-cash offer for the joint acquisition of all of the shares in Goodman Fielder via a scheme of arrangement at A$0.65 per share submitted by First Pacific and Wilmar. That proposal valued the shares at A$1.27 billion. Last week the bid was raised to A$0.70 per share, valuing Goodman Fielder at A$1.37 billion. It is this revised offer that Goodman Fielder’s Board has now unanimously recommended.

In addition, the revised proposal will allow Goodman Fielder to pay a final dividend of A$0.01 per Goodman Fielder Share for the year ending 30 June 2014, subject to the following conditions:

• the parties entering into a scheme implementation agreement containing terms (other than price) acceptable to all parties;

• an independent expert concluding that the Revised Proposal is in the best interests of Goodman Fielder Shareholders; and

• no superior proposal emerging.

“We are very pleased to be able to take a significant step forward with this proposed transaction,” said Manuel V. Pangilinan, Chief Executive Officer and Managing Director of First Pacific. “In Wilmar we have a terrific partner in this investment,” he said.

“We thank the Goodman Fielder Board for their support and look forward to working with First Pacific to make this a successful transaction for all,” said Kuok Khoon Hong, Chairman and CEO of Wilmar.

Wilmar International Limited was founded in 1991 and is headquartered in Singapore. It is Asia’s leading agribusiness group. Wilmar expanded into the sugar business in 2010 through the acquisition of Sucrogen Limited (known today as Wilmar Sugar) in Australia. Its other business activities include oil palm cultivation, oilseed crushing, edible oils refining, sugar milling and refining, specialty fats, oleochemicals, biodiesel and fertiliser manufacturing and grain processing.

At the core of Wilmar’s strategy is an integrated agribusiness model that encompasses the entire value chain of the agricultural commodity processing business, from origination and processing to branding, merchandising and distribution of a wide range of agricultural products. It has over 450 manufacturing plants and an extensive distribution network covering China, India, Indonesia and some 50 other countries. The Group has a multinational workforce of about 90,000 people.

First Pacific is a Hong Kong-based investment management and holding company with operations located in Asia. Its principal businesses are in telecommunications, infrastructure, consumer food products and natural resources.

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