New Zealand Dairy Company Limited


Transaction Type: Takeover (Full)

Offeror: Hollingbourne Holdings Limited

Independent Adviser(s): Cameron & Company (Rule 21)

Offer commencement date: 30/03/2002

Offer closing date: 14/06/2002


In September 2001, New Zealand Dairy Company Limited (NZDC) commenced a sales process intended to maximise the value of NZDC’s shares while allowing Fonterra Co-operative Group Limited (Fonterra), the 50% holder of issued share capital in NZDC, to dispose of its shareholding. Fonterra was under a statutory obligation to do this no later than 27 September 2002, so that it had an independent ongoing competitor in the domestic milk products market.

On 30 April 2002, Hollingbourne Holdings Limited (Hollingbourne), a wholly owned subsidiary of the Rank Group Limited (Rank Group), made a full takeover offer for all the shares in NZDC at $1.70 per share. On 23 April 2002, Hollingbourne increased its offer price to $1.75 per share. On 24 April 2002, Rank Group entered into a merger deed with Fonterra whereby Fonterra accepted the offer in respect of all its voting securities in NZDC.

On 14 June 2002, Hollingbourne declared the offer unconditional and gave notice of dominant ownership.

Cameron & Company prepared a rule 21 independent adviser’s report on the merits of the offer.