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BEGA CHEESE LIMITED — M&A Activity 2013
Sep 17, 2013
64516_rns_2013-09-17_d8b84062-1dc1-4205-b428-f8d64f2251cc.pdf
M&A Activity
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18 September 2013
Dear Shareholder
TAKE NO ACTION IN RELATION TO BEGA CHEESE’S OFFER FOR YOUR SHARES IN WARRNAMBOOL CHEESE & BUTTER
As you may be aware, Bega Cheese Limited ( Bega ) announced on 12 September that it intends to make an unsolicited and conditional takeover bid for all of the shares in Warrnambool Cheese and Butter Factory Company Holdings Limited ( WCB ) for consideration of 1.2 Bega shares plus $2.00 cash for every WCB share ( Offer ).
The Board of WCB is currently reviewing the Offer and the Bidder’s Statement lodged by Bega, with the assistance of our financial and legal advisers.
While the takeover bid process will take some time to unfold, everyone at WCB remains focused on implementing our business improvement initiatives, a number of which were highlighted in our FY13 results presentation, which are contributing to an improving product mix, higher margins and earnings diversification.
These initiatives, as well as an expected improvement in short to medium term fundamentals in global dairy markets, including a substantial weakening of the AUD, provide a positive outlook for WCB’s future growth and profitability and will create significant value for shareholders. Further details of these matters will be set out in WCB's Target's Statement response to Bega's Offer.
WCB Directors will assess these factors as we consider whether Bega’s Offer adequately reflects the value of the WCB business today, the expected future earnings uplift from the initiatives currently underway and the improving market conditions. Given the highly favourable outlook for WCB, we consider the timing of the Offer to be highly opportunistic.
As Australia’s oldest dairy processor, thanks to the support of our shareholders, suppliers, staff, customers and the community, WCB has grown to become a leading innovator in the dairy industry and a strongly positioned competitor in the domestic and international dairy markets. It is for these reasons that WCB's assets are keenly sought by our competitors.
You will receive a copy of the Bidder’s Statement from Bega in the coming weeks.
Until WCB Directors have issued their formal recommendation regarding the Offer, you are advised to take no action in relation Bega's Offer.
You will receive WCB's Target’s Statement with WCB’s formal response to the Offer, including the WCB Directors recommendation, around mid-October.
Warrnambool Cheese and Butter Factory Company Holdings Limited 5331 Great Ocean Road, Allansford Victoria 3277 Australia Telephone: (03) 5565 3100 Facsimile: (03) 5565 3156 Website: www.wcbf.com.au ACN 071 945 232 ABN 15 071 945 232
As the Offer must remain open for at least one calendar month from when it opens (which can be no earlier than 26 September) , WCB shareholders will have ample time to make a decision in respect of the Offer.
Your Board will keep you updated throughout this process, but if you have any questions, please contact the WCB shareholder information line on 1300 880 732.
Thank you for your continuing support.
Yours sincerely
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Terry Richardson Chairman