Graincorp has announced its intention to make an off-market takeover offer for all issued shares in Ridley Corporation Limited. Combined, Ridley and Graincorp’s subsidiary Allied Mills would process 2 million tonnes of grain per annum.
Mallesons Stephen Jaques is acting as legal advisor to Graincorp Limited on its takeover. Lazard Carnegie Wylie is acting as financial advisor and KPMG as accounting and tax advisor to Graincorp.
The Mallesons team was headed by M&A partner Nick Pappas and senior associate Georgina Goldsworthy.
Pappas is a partner in the Sydney office of Mallesons, where he specialises in mergers and acquisitions, energy and natural resources law and general corporate and commercial advice. He also advises extensively on joint venture structures.
“Mallesons is delighted to be working on this deal for Graincorp,” Pappas said. “We have been Graincorp’s strategic legal adviser since it listed on the ASX in 1998, including the merger with Vicgrain in 2000, the purchase of Allied Mills in 2002 in a joint venture with Cargill Australia, and, most recently, the merger with Graincorp Australia in 2003.”
Graincorp Managing Director Mark Irwin said that the proposed acquisition has a strong strategic rationale for both companies. “The acquisition of Ridley will further consolidate our strategy of being Australasia’s leading handler and supplier of agriproducts and bulk products. There is a strong fit between GrainCorp and Ridley, given the complementary nature and linkages between the businesses,” he said.
Under the offer, GrainCorp is offering Ridley shareholders one GrainCorp ordinary share for every nine Ridley ordinary shares. The offer price implies a Ridley equity value of approximately $415 million and an enterprise value of approximately $592 million. The offer is subject to a 90 per cent minimum acceptance condition.
GrainCorp expects to lodge its Bidder’s statement with ASIC and Ridley within the next fortnight.