Application in Relation to Bid for Goodman Fielder [23/12/2002] The Takeovers Panel

23 December 2002

APPLICATION IN RELATION TO BID FOR GOODMAN FIELDER

The Panel advises that it has today received an application from Goodman Fielder Ltd (Goodman Fielder) in relation to the proposed takeover bid for Goodman Fielder by BPC1 Pty Ltd (Burns Philp) (a subsidiary of Burns, Philp & Company Ltd). The application seeks a declaration of unacceptable circumstances, interim orders restraining the dispatch of the Burns Philp bidder's statement until the Panel has finally determined the application, and final orders in relation to various conditions proposed to be in the Burns Philp bid.

Goodman Fielder seeks the deletion, or amendment, of three of the conditions Burns Philp has proposed for its bid, in relation to: Burns Philp's financing for its bid, advice from the Goodman Fielder board concerning Goodman Fielder's earnings, and material adverse changes in relation to Burns, Philp & Company Ltd (and its subsidiaries). Goodman Fielder has also requested that Burns Philp disclose that it cannot waive the 90% minimum acceptance condition for its proposed bid without its financiers' consent.

The Panel has not yet sought the views of Burns Philp in relation to the application and has therefore formed no views on the application.

The President of the Panel has appointed Ilana Atlas, Michael Tilley and Marian Micalizzi to be the Sitting Panel to consider the application.

Nigel Morris
Director, Takeovers Panel
Level 47 Nauru House
80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au