Goodman Fielder fights off Burns, Philp takeover bid

by Emily Buckley
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SYDNEY, AUSTRALIA — Burns, Philp & Co. Ltd., a world leader in baker’s yeast and bakery ingredients, has launched an A$2.2-billion (U.S.$1.23-billion) takeover bid for Goodman Fielder Ltd., the largest Australian-owned food company and a major baker in Australia and New Zealand.

In announcing the A$1.85 (U.S.$1.04) per-share bid, Burns Philp said it had acquired a 15% stake in Goodman Fielder from institutional and retail shareholders.

Goodman Fielder, which in October completed the sale of its Australian flour milling and ingredient-mixing business to a joint venture of Australia’s GrainCorp. Ltd. and Cargill Australia, noted "the highly conditional nature" of the bid and asked Burns, Philp & Co. Ltd. to clarify its hostile takeover bid for Goodman Fielder, while urging shareholders to take no action on the Dec. 13 offer. Following the receipt of Burns Philp’s response, Goodman Fielder asked Australia’s Takeovers Panel to declare the bid unacceptable.

Specifically, Goodman Fielder cited as unacceptable each of the following: financing conditions that effectively makes the bid subject to finance; accounting conditions requiring that directors of Goodman Fielder confirm certain matters concerning historical and forecast earnings, and liabilities; conditions that no event has or may have a material adverse effect on Burns Philp; and certain statements in relation to Burns Philp’s intentions upon acquisition of less than 90% of
Goodman Fielder.