Fonterra to Make Cash Offer for National Foods

Fonterra announced today that it intends to make an off market takeover offer for all of the shares of National Foods Limited [NFD].

Fonterra, will make a cash offer of A$5.45 per share, valuing National Foods at A$1.62 billion. The offer will be subject to a minimum acceptance provision of acquiring more than 50 per cent of the company’s shares. Fonterra is currently National Foods’ largest shareholder with a 17.2 per cent stake in the company and has an agreement to acquire an additional 1.3%, conditional on FIRB approval.

This generous cash offer provides shareholders with an outstanding opportunity to realise immediately a premium value for their shares. The offer price is well above the highest level ever reached by National Foods. In particular:

It represents a strong premium to National Foods’ share price performance:
Closing price (27/10/04) 16.7%
1 month VWAP prior to SPC announcement(3) 21.7%
3 month VWAP prior to SPC announcement (3) 20.6%
All time record high closing price 12.6%

It implies highly attractive valuation multiples compared with the overall market:

Fonterra Offer (1)
ASX200 (2)

2005 Cash PE

2005 EBITDA Multiple

(1)Based on broker consensus estimates
(2)Based on CSFB research estimates
(3)VWAPs (Value Weighted Average Price) based on period to 8 October 2004, the last day of trading prior to National Foods’ announcement of discussions with SPC Ardmona.

Fonterra Chairman, Henry van der Heyden said today: “This is our preferred option to achieve our objective for entering the national chilled milk and yoghurts markets in Australia. These are attractive growth categories, with good growth prospects and solid export potential to Asia. The business complements our existing strengths in cheese and spreads in Australia.

“This is a full cash offer that represents a unique and compelling opportunity for National Foods’ shareholders to realise the best value for their shares now, as opposed to being exposed to the significant risks inherent in National Foods’ pursuit of transactions outside of its core business, such as any proposed SPC Ardmona merger.

“We have a firm view about the best future direction of National Foods and we want to ensure this is adequately considered by the Board on behalf of all shareholders.

“We believe National Foods’ best future lies in a focused dairy consumer business – not by diversifying into non-dairy products which has not proven to be a successful strategy for National Foods in the past.

“Fonterra is interested in National Foods, not SPC Ardmona. Our bid is conditional on any proposed transaction with SPC not proceeding.

“We think National Foods’ Board should permit its shareholders an opportunity to accept our offer so we are urging National Foods to put on hold any decision on any proposed SPC proposal.”

Andrew Ferrier, Fonterra’s Chief Executive Officer, said today: “Our entry into the national milk market and yoghurt in Australia from our leadership position of cheese and spread products will build a strong Australian base for growing significant export revenues to Asia, which is Australasia’s closest large market.

“We see this as a logical and sound business direction considering Fonterra is already one of the largest Australian dairy exporters.

“We have a long term commitment to the Australian market and Australian brands. We have a number of brands in Australia that are household names - like Mainland, Perfect Italiano and Western Star - and we sell products under a number of leading brands in Australia including, Bega and Cadburys.

“With our strong track record in innovation and research and development competency, we believe significant benefits will flow through to the Australian dairy industry,” said Mr Ferrier.

“The Australian dairy sector is suffering difficult times because of deregulation and the drought. The stability that Fonterra brings to National Foods, along with a continued focus on dairy, will help to restore confidence and growth to the sector.

“A globally competitive sector will benefit all those that participate – dairy farmers, manufacturers and the economy as a whole.”

Fonterra is one of the largest dairy companies in the world and it is the world’s biggest dairy exporter. It is also a world leader in large-scale milk procurement, processing and management.

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 in Australia. Fonterra’s Australian businesses generate more than A$1.4 billion per annum in turnover and its brands account for 14 per cent of dairy sales in Australia.

The bid conditions include:

Acquiring a holding of more than 50 per cent of National Foods shares.
National Foods not announcing or proceeding with any merger or similar arrangement with SPC Ardmona.
Disclosure to the ASX by National Foods of details of any existing contracts under which the other party might have a right to terminate or vary the contract as a result of Fonterra’s acquisition and waiver by that other party of all such rights.
No decline in the S&P/ASX 200 Index below 3,250.
All regulatory approvals
No material adverse change in the business of National Foods
No material acquisitions, divestments or joint ventures by National Foods
With regard to the regulatory approvals, Fonterra believes that the only likely competition issue in Australia is in relation to market milk in Western Australia.

It is Fonterra’s view that this would be resolved through the divestiture of market milk assets of the merged group in Western Australia.

“We have had a preliminary discussion with the ACCC on the matter,” added Mr Ferrier. “We will continue to work with them constructively as they conduct market inquiries and we work together on the divestiture in Western Australia.”

In New Zealand, Fonterra believes that any issues arising from the acquisition of National Foods’ yoghurt and dairy dessert operations can be satisfactorily resolved but Fonterra will be working with the New Zealand Commerce Commission regarding these matters.

Fonterra’s offer will draw on existing bank relationships. Fonterra has a strong credit rating and significant unused debt capacity.

Fonterra’s bid will be made through a wholly-owned subsidiary.

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