Goodman Fielder 03 – Panel Publishes Reasons in Goodman Fielder 03 Application [27/02/2003] The Takeovers Panel

Thursday, 27 February 2003

PANEL PUBLISHES REASONS IN GOODMAN FIELDER 03 APPLICATION

The Takeovers Panel announces that it has published its reasons for declining to commence proceedings in an application concerning 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. The Panel announced its decision on 20 February 2003.

Goodman Fielder alleged that unacceptable circumstances existed because Burns Philp failed to finalise its bid financing within 2 months of announcing its bid, had made an offer that was 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 intentions regarding the business of Goodman Fielder.

The Panel did not agree with Goodman Fielder's concerns, nor its 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 Goodman Fielder had not provided 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 at the time of the Panel's decision remained 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 was then still awaiting the decision of the New Zealand Commerce Commission.

The Panel's reasons for its decision are available on its website at: www.takeovers.gov.au.

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