Kerry closer to control of Golden Vale with 80% of shareholder acceptances

Kerry Group has overcome one of the final hurdles in its bid to take control of Golden Vale, having received the acceptances …

Kerry Group has overcome one of the final hurdles in its bid to take control of Golden Vale, having received the acceptances from more than 80 per cent of Golden Vale shareholders necessary for the unconditional takeover of the company.

In a statement to the stock exchange, Kerry said it had received valid acceptances of the offer representing 131,365,365 Golden Vale ordinary shares - or 82.56 per cent of Golden Vale's share capital by 3 p.m. last Friday, the second closing date of the offer.

A further 5 per cent of acceptances were incomplete.

The takeover bid will be put to Kerry Group shareholders for acceptance at an extraordinary general meeting on Tuesday, August 21st.

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It is also awaiting approval from the competition authorities in Ireland and the UK, although a Kerry spokesman said it was not envisaging any difficulties.

Kerry had extended its offer for Golden Vale for a week, having received 72.41 per cent of votes necessary for the unconditional takeover at the first deadline of August 2nd.

Just under 80 per cent of the shareholders opted for Kerry's offer of one of its own shares for every 10 Golden Vale shares, 13 cents per share in cash, plus interim and special dividends worth another 4.26 cents per share.

There is also a straight cash alternative of €1.50 per Golden Vale share plus the 4.26 cents in special and interim dividends.

The €245 million takeover gives the enlarged group a milk pool of 230 million gallons and could lead to some rationalisation of milk processing in the region. It is estimated that Kerry Group could make savings of 6-7p per gallon in processing and assembly efficiencies.

IFA national dairy committee chairman Mr Padraig Walshe said that while the takeover would remove some competition from the milk purchasing scene, it would also create synergies and economies of scale, enabling the new entity to deliver a leading competitive milk price and not track another co-op's milk price.

"The new group will be large enough, influential enough and will have sufficient potential for synergies and cost-cutting to return a competitive, leading milk price to its suppliers - nothing less will satisfy both Kerry and Golden Vale milk producers," said Mr Walshe.

"Commitments to track the milk price paid by one or other co-op are simply not good enough."

The takeover also makes sense for the enlarged group's food processing interests in the Republic and Northern Ireland - Kerry's and Golden Vale's non-dairy businesses in areas such as food ingredients and consumer foods complement each other in many cases.

"There will be synergies there," said Mr Ronan Wallace, food analyst with Dolmen Butler Briscoe stockbrokers.

"Kerry's track record in integrating and purchasing businesses is second to none in the sector.

"It knows what it's taking on here and it knows what it can drive out of the business going forward."

Mr Wallace described the deal as a "win-win" situation for all parties involved in the deal.

"Kerry is getting a company that has been restructured and reorganised over the last couple of years, with a lot of money spent on new facilities and upgrading existing facilities.

They're getting a company that is strongly earnings enhancing to Kerry's business," Mr Wallace said.

"On the other side, Golden Vale will be joining a much bigger company, one that has global reach. The milk suppliers will benefit from a higher price that Kerry milk suppliers are being paid and the ordinary shareholder benefits from a share price that hasn't been in the €1.50 region for quite some time and which has been underperforming the food sector over the past couple of years."

Kerry's move to acquire Golden Vale in June surprised the food industry - around 75 per cent of Kerry's interests are outside Ireland at this stage.