FREEHILLS IS acting for Rank Group Australia in its off-market $1.3 billion bid to acquire Burns Philp & Company.
Rank Group, the private investment company of New Zealand billionaire Graeme Hart, offered $1.10 per share for the shares it didn’t already hold in August.
The company only gained a commitment to sell from the critical 90 per cent of shareholders to trigger compulsory acquisition of the company earlier this month, after extending the offer deadline three times.
When the offer closed on 9 November last week (extended from the original close of 9 October), Rank had acquired 97.94 per cent of shares. Rank originally already held more than 57 per cent of Burns Philp.
Freehills partner Braddon Jolley represents Rank Group in Australia. He said Freehills prepared the bid statement.
“The bid itself was pretty unremarkable, it was a cash bid at basically the underlying net asset value. Independent experts said this was fair and reasonable.
“The only unusual thing was that the minimum acceptance level is 90 per cent and it wasn’t waived,” he said.
Jolley said usually a company will drop a condition that 90 per cent of shares be acquired before a full takeover is triggered.
However, he said the fact the acceptance level wasn’t lowered did “sort of make sense” because Rank already controls Burns Philp, so it was unlikely to want to buy more shares unless it could compulsorily acquire Burns Philp.
Braddon said the compulsory acquisition will start “soon” and it will take about six weeks to complete.
Burns Philp has a 20 per cent stake in Goodman Fielder and produces and distributes food ingredients and consumer branded food, beverage and related products.