First Pacific to acquire top food firm in ANZ

MANILA, Philippines - Hong Kong-based conglomerate First Pacific Co. Ltd., led by businessman Manuel V. Pangilinan, is acquiring one of the top food companies in Australia and New Zealand at a discount following results of a due diligence.

First Pacific and partner Wilmar International Ltd. of Malaysia’s Kuok Group will finalize the takeover of Australia’s Goodman Fielder Ltd. later this year.

“Following the completion of due diligence by Wilmar and First Pacific and negotiations on the proposed scheme, Goodman Fielder announced that it has entered into a scheme implementation deed,” Goodman Fielder said in a filing with the Australian Stock Exchange.

Under the share purchase deal, First Pacific and Wilmar will acquire Goodman Fielder shares at Aus$0.675 apiece for a total transaction value of Aus$1.05 billion (approximately $994.7 million).

In May, First Pacific and Wilmar sweetened its offer to Aus$0.70 (approximately $0.65) per share for a total consideration of Aus$1.36 billion (approximately $1.26 billion).

The partners initially offered Aus$0.65 (approximately $0.603) or a total of Aus$1.27 billion (around $1.17 billion) in April, which was rejected by Goodman Fielder’s board.

“The board concluded that the proposal represented an attractive value outcome for shareholders,” said Goodman Fielder chairman Steve Gregg.

“It provides and opportunity to further leverage our strong consumer food brands in Australia and New Zealand to grow our business across the Asian region,” he added.

Goodman Fielder said the deal will likely be finalized in November through shareholders meeting.

“The proposed transaction represents an opportunity for the group to create a leading Asia-Pacific agricultural and consumer staples company,” First Pacific earlier said.

“The company intends to fund its pro-rata proportion of the increased consideration from existing cash resources and/or by way of new and existing bank facilities,” First Pacific added.

First Pacific is into telecommunications (PLDT), infrastructure (Metro Pacific Investments Corp.), natural resources (Philex Mining Corp.) and consumer food conglomerate (Indofood Sukses Makmur Tbk and Roxas Holdings Inc.).

For its part, Goodman Fielder manufactures, markets and distributes food ingredients and consumer branded food, beverage and related products through brands Meadow Lea, Praise, White Wings, Pampas, Mighty Soft, Helga’s and Wonder White. It posted a net income of Aus$102.5 million (approximately $95.1 million) for the fiscal year that ended in June 2013.

To date, Wilmar owns 10.1 percent of Goodman Fielder.

Wilmar is among Asia’s leading agribusiness groups with significant investments in Australia that includes an oil palm cultivation and oilseed crushing, edible oils refining and specialty fats, sugar milling and refining, oleochemical, biodiesel and fertilizer manufacturing, and grain processing.