MONTREAL, QUEBEC--(Marketwired - Nov. 25, 2013) - Saputo Inc. ("Saputo") (TSX:SAP) today announced a conditional increase to its all-cash takeover offer (the "Offer") for all the issued shares of the Australian dairy company Warrnambool Cheese and Butter Factory Company Holdings Limited ("Warrnambool") and freed the Offer from all conditions.
Saputo's Offer price is AU $9.00 cash per Warrnambool share. However, Saputo will increase this Offer price to AU $9.20 cash per Warrnambool share upon Saputo reaching a relevant interest in Warrnambool of greater than 50% during the Offer period.
The Warrnambool Board reaffirms its unanimous recommendation of Saputo's Offer:
In response to the revisions to Saputo's Offer, the Board of Warrnambool has reaffirmed its unanimous recommendation that Warrnambool shareholders accept the Offer in the absence of a superior proposal. Each Warrnambool director and executive(1) has also reaffirmed his or her intention to accept the Offer for all of the Warrnambool shares he or she holds or otherwise controls in the absence of a superior proposal.
Saputo's Offer is superior to all other proposals for Warrnambool:
Without taking into consideration the conditional increase of AU$0.20, Saputo's Offer of AU$9.00 cash per share is superior to all other proposals made for Warrnambool:
- higher than the AU$8.675 implied value of the final cash and scrip offer of Bega Cheese Limited announced on November 14, 2013 based on Bega's closing price on November 14, 2013;
- equal to the value of AU$9.00 cash per share proposal announced by Murray Goulburn Co-operative Co. Limited on November 13, 2013, which remains highly conditional, in particular as it is subject to no objection by the ACCC or to granting of authorisation by the Australian Competition Tribunal. Both the timing and outcome of that process are uncertain and likely to take several months.
Warrnambool announced today it no longer intends to declare and pay any dividends during the Offer period.
Based on the current issued share capital of Warrnambool, the maximum purchase price for 100% of the shares of Warrnambool, assuming the higher price of AU$9.20 per Warrnambool share, would equal approximately $496 million(2).
There can be no assurance that the Offer will be successful, either in whole or in part, as Warrnambool is also the subject of other non-solicited takeover offers or proposals.
Rothschild and Rabobank are acting as the financial advisers to Saputo, and Maddocks and Stikeman Elliott are its legal advisers.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of securities laws. These statements are based, among other things, on Saputo's assumptions, expectations, estimates, objectives, plans and intentions as of the date hereof regarding the Offer, its success, anticipated benefits, the number of shares that Saputo will actually be able to purchase and any change to the Offer price or conditions.
Forward-looking statements are based on Management's current estimates, expectations and assumptions, which Management believes are reasonable as of the date hereof, and, accordingly, are subject to changes after such date. You should not place undue importance on forward-looking statements and should not rely upon this information as of any other date.
Except as required under applicable securities legislation, Saputo does not undertake to update or revise these forward-looking statements, whether written or verbal, that may be made from time to time by itself or on its behalf, whether as a result of new information, future events or otherwise.
Saputo produces, markets, and distributes a wide array of dairy products of the utmost quality, including cheese, fluid milk, extended shelf-life milk and cream products, cultured products and dairy ingredients. We are one of the top ten dairy processors in the world, the largest in Canada, the third largest in Argentina and among the top three cheese producers in the United States. Our products are sold in more than 40 countries under well-known brand names such as Saputo, Alexis de Portneuf, Armstrong, Baxter, Dairyland, Dragone, DuVillage 1860, Friendship, Frigo Cheese Heads, Great Midwest, King's Choice, Kingsey, La Paulina, Milk2Go, Neilson, Nutrilait, Ricrem, Salemville, Stella and Treasure Cave. Saputo Inc. is a publicly traded company whose shares are listed on the Toronto Stock Exchange under the symbol "SAP".
Warrnambool produces a range of dairy products for domestic and export markets. Its products include cheese, butter and butter blends, milk, cream and dairy ingredients. Warrnambool draws milk from some of the most productive dairying regions in Australia, including southwest Victoria, southeast South Australia and the Fleurieu Peninsula. Warrnambool operates two manufacturing sites and has over 420 employees. Warrnambool is a public company listed on the Australian Securities Exchange (ASX Code: WCB).
(1) The members of the executive team as set out in Warrnambool's 2013 Annual Report.
(2) Amount calculated using an indicative exchange rate of CDN$1 = AU$1.04.
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