Goodman Fielder 03 – Panel Declines to Commence Proceedings in Goodman Fielder 03 Application [20/02/2003] The Takeovers Panel

Thursday 20 February 2003

PANEL DECLINES TO COMMENCE PROCEEDINGS IN GOODMAN FIELDER 03 APPLICATION

The Takeovers Panel announces that it has declined to commence proceedings in relation to an application in relation to Burns Philp's takeover bid as it relates to the affairs of Goodman Fielder Ltd. The application was made by Goodman Fielder on 19 February 2003.

Goodman Fielder sought a declaration of unacceptable circumstances and orders in relation to the takeover bid by BPC1 Pty Ltd and Burns Philp Co Ltd.

Goodman Fielder alleged that Burns Philp failed to finalise its bid financing within 2 months of announcing its bid, had made an offer that is not yet capable of acceptance (because of the financing conditions) and had not kept Goodman Fielder shareholders informed of the status of the financing conditions, the defeating conditions of its offers and of Burns Philp's present intentions regarding the business of Goodman Fielder.

The Panel found no basis for Goodman Fielder's assertion that section 631 of the Corporations Act required Burns Philp to finalise its financing within any period suggested by Goodman Fielder .

The Panel considered that there was no evidence that Burns Philp had done other than progress the financing of its bid, and inform the market as to the material points of progress of the financing. The bid also remains subject to the withdrawal rights which the Panel required to be given to Goodman Fielder shareholders in the Goodman Fielder 01 proceedings, so any acceptors are not locked into the offer. In addition, Burns Philp's offer is still awaiting the decision of the New Zealand Commerce Commission.

Finally, the Panel considered that Goodman Fielder shareholders are also waiting on advice from Goodman Fielder itself on the alternative proposals which it has been advising its shareholders that it is currently negotiating, as they are on advice from Burns Philp as to the status of the financing for its bid.

The Panel will publish its reasons for its decision on its website in due course.

The sitting Panel comprises Ilana Atlas (sitting President), 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