Open Country Dairy Limited
Transaction Type: Takeover (Full)
Offeror: Talley’s Group Limited
Independent Adviser(s): Campbell MacPherson Limited (Rule 21)
Offer commencement date: 5/02/2021
Offer closing date: 8/03/2021
Open Country Dairy Limited (OCD) was an unlisted Code company because it had 50 or more shareholders and 50 or more share parcels and was at least medium-sized.
On 5 February 2021, Talley’s Group Limited (Talley’s) made a full takeover offer to purchase all of the ordinary shares in OCD for an offer price of $3.18 per share, payable in cash. The offer was conditional on (among other things) Talley’s receiving acceptances that, when taken together with the approximately 76.79% of OCD shares already held or controlled by Talley’s, would result in Talley’s holding or controlling 90% of the shares in OCD.
Prior to Talley’s giving notice of its intention to make the offer, OCD’s second-largest shareholder, Olam International Limited (Olam), signed a lock-up agreement with Talley’s. Together, the parties to the lock-up agreement held or controlled approximately 92% of the shares in OCD.
The independent directors of OCD unanimously recommended that shareholders accept the offer from Talley’s.
Shortly after the offer was made, Olam accepted the offer and Talley’s became the dominant owner of OCD. Talley’s sent a compulsory acquisition notice to all of the outstanding shareholders in OCD. Talley’s completed the compulsory acquisition process on 31 March 2021.
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