Offeror(s): Olam International Limited

Independent Adviser(s): Grant Samuel (Rule 21)

Offer Date: 06/08/2010

Closing Date: 24/09/2010

Offer Type: Full

On 19 July 2010, PGG Wrightson Limited announced that its subsidiary PGG Wrightson Investments Limited (“PGGWIL”) had entered into a lock-up agreement with Olam International Limited (“Olam”) whereby PGGWIL agreed to sell its shareholding in NZ Farming Systems Uruguay Limited (“NZFSU”) (representing an 11.5% stake in NZFSU) to Olam for $0.55 per share, in the event that Olam made a full takeover offer.

 

On 6 August 2010, Olam made a full takeover offer for all the shares in NZFSU at $0.55 per share.

 

On 16 August 2010, Union Agriculture Group Corp (“UAG”) gave notice of its intention to make a competing full takeover offer for all the shares in NZFSU at $0.60 per share. On 24 August, Olam announced it was increasing the cash consideration payable under its offer to $0.70 per share, and UAG subsequently announced that it would not be proceeding with its proposed takeover offer.

 

On 20 September 2010, Olam declared that it had received acceptances which gave it 50.138% of the ordinary shares in NZFSU, and subsequently declared the offer unconditional.

 

The offer closed on 24 September 2010. Olam acquired 59.53% of NZFSU as a result of the offer, taking its total shareholding in NZFSU to 77.98%.

                     

Grant Samuel prepared a rule 21 report on the merits of the offer.