Fonterra Lodges Bidder's Statement for National Foods

Fonterra, through its wholly-owned Australian subsidiary Fonterra Foods Pty Ltd, has today lodged its Bidder’s Statement with the Australian Securities and Investment Commission for its off-market takeover offer for all of the shares of National Foods Limited.

A copy of the Bidder’s Statement is expected to be mailed to National Foods shareholders later this month.

Fonterra last week announced a cash offer of A$5.45 per National Foods share which represents:

A 16.7% premium to National Foods’ closing price on 27 October 2004, the day before the offer was announced
A 21.7% premium above the one month volume weighted average price prior to National Foods’ announcement of discussions with SPC Ardmona
A 20.6% premium above the three month volume weighted average price prior to National Foods’ announcement of discussions with SPC Ardmona

The offer is in line with Fonterra’s goal to create a significant Australasian dairy business.

Fonterra Chairman, Henry van der Heyden, said today: “We welcome the National Foods Board’s decision this week to give its shareholders ample time to assess the Fonterra offer.

“As a long-term shareholder of National Foods, we believe it should remain focussed on its dairy consumer business. We are well-placed to strengthen the company’s home base and build export revenues in Asia.”

The bid conditions include National Foods not announcing or proceeding with any merger or similar arrangement with SPC Ardmona.

In Australia, Fonterra is one of the largest dairy companies with dairy manufacturing, domestic sales and export operations throughout the country, employing more than 2,000 people. Fonterra’s Australian businesses generate more than A$1.4 billion per annum in turnover and its brands account for 14% of dairy sales in Australia.


ENDS

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