Goodman Fielder 02 – Second Application in Relation to Bid for Goodman Fielder [01/01/2003] The Takeovers Panel

21 January 2003

SECOND APPLICATION IN RELATION TO BID FOR GOODMAN FIELDER

The Panel advises that it has received a second application in relation to the proposed takeover bid for Goodman Fielder Ltd. (Goodman Fielder). The application is from the bidder, BPC1 Pty. Ltd. (Burns Philp) (a subsidiary of Burns, Philp & Company Ltd.). The application seeks a declaration of unacceptable circumstances, interim orders and final orders in relation to Goodman Fielder, its target statement and related matters.

In the application Burns Philp asserts that it has concerns in relation to:

  • equality of access to information concerning Goodman Fielder between rival acquirers;
  • Goodman Fielder's addressing of issues underlying the accounting conditions in clauses 9.6(g) and 9.6(h) of the Burns Philp bidder's statement;
  • various aspects of the target's statement relating to the basis upon which the directors recommendation is made (particularly in relation to the bases for, and assumptions used in, forecasts and projections used by Goodman Fielder); and
  • recent advertisements placed by Goodman Fielder which draw comparisons between Burns Philp's bid consideration and acquisition multiples which Goodman Fielder asserts have been applied in comparable transactions.

Burns Philp has requested interim and final orders to address those concerns.

Burns Philp claims that it does not have sufficient information to determine whether matters announced by Goodman Fielder triggered conditions of the offer and, were they to have been triggered, whether Burns Philp would rely upon those breaches.

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

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

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