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Briefing

Takeover Tussle

Namoi independent directors back Olam takeover offer

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More news: Namoi Cotton’s independent directors have now endorsed Olam Agri’s takeover bid, backflipping from their recommendation on Wednesday to back Louis Dreyfus Company’s (LDC’s) offer.

The directors cited the new offer of 75 cents per share, along with support from Samuel Terry Asset Management and Harvest Lane Asset Management — whose holdings recently increased to 16.34% — as the reasons they now unanimously consider Olam’s offer to be superior to LDC’s.

They recommended shareholders accept Olam’s offer in the absence of a superior proposal, subject to the independent expert continuing to conclude that the offer is fair and reasonable.

The directors also noted that on Thursday, the independent expert deemed Olam’s previous offer price of 70 cents to be fair and reasonable, as it fell within the fair market value range of 42 cents to 78 cents per share. Olam’s latest offer price is now at the upper end of this valuation range.

The directors pointed to Olam’s latest bidder’s statement that said it was continuing to engage with the competition regulator to obtain approval and that it was confident in obtaining the sign off. The company has also confirmed it had proposed remedies to the regulator to facilitate approval including a divestment of its shares in cotton company ProClass.


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Olam buys up 9.9% stake in Namoi after improved takeover bid

More news: Namoi Cotton's suitor Olam Agri Holdings has hiked its stake in the company after making an improved takeover offer for the cotton ginner earlier today, according to an ASX notice.

Today, Singapore-based Olam entered into share purchase agreements to unconditionally buy a 9.9% interest in Namoi shares at 75 cents each from shareholders Samuel Terry Asset Management and Harvest Lane Asset Management..

Samuel Terry, which holds a 25% interest in Namoi, sold a 7.92% stake to Olam. Harvest Lane, which has a 7% interest, sold a 2.07% stake. The share purchase agreement will be settled on 18 September.

On Thursday, Olam also acquired a 0.33% stake in Namoi through contracts resulting from acceptances of offers for its acquisition bid of Namoi.

This takes Olam's shareholding in the company from 6.02% to 16.34%.

Both Samuel Terry and Harvest Lane declared their support for Olam's increased takeover offer earlier today of 75 cents per share, in favour of a 67 cents per share bid by rival suitor, French agri commodities giant Louis Dreyfus Company.

Namoi shares were up 3% to 69.5 cents by 2:50pm AEST


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Namoi shares climb as Harvest Lane backs improved Olam bid

More news: Namoi Cotton shareholder Harvest Lane Asset Management has joined the company's largest investor Samuel Terry Asset Management in supporting the increased takeover offer by Singapore’s Olam Agri Holdings, announced this morning.

Sydney-based Harvest Lane, which holds a 7% stake in the cotton ginner, said it intends to accept Olam's improved bid of 75 cents per Namoi share "in the absence of a superior offer".

Olam had previously offered 70 cents a share, compared to a 67 cents a share offer by rival suitor, French agri commodities giant Louis Dreyfus Company (LDC).

Namoi's board also announced today that it was now "considering their recommendations in respect of the offers" and would provide a market update in due course. Earlier this week, the board said it backed LDC's offer.

Namoi shares were up 3.7% to 70 cents by 12:55pm AEST.

What they said: "For the avoidance of doubt, we do not presently consider LDC's $0.67 per share offer to constitute a superior offer to the varied Olam offer, and do not intend to accept LDC's offer on its existing terms at the date of this letter," Harvest Lane said.


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Namoi's top shareholder backs sweetened Olam bid

More news: Takeover target Namoi Cotton's largest shareholder Samuel Terry Asset Management (STAM), which holds a 25% interest, says it will back an increased offer announced by Singapore’s Olam Agri Holdings.

Olam lifted its offer price to 75 cents for each Namoi share, valuing Australia's top cotton ginner at $154 million. It had previously offered 70 cents a share, compared to a 67 cents a share offer by rival suitor, French agri commodities giant Louis Dreyfus Company (LDC).

Earlier this week, Namoi’s independent directors unanimously backed the lower offer from LDC, which has received clearance from the competition regulator ACCC as well as the Foreign Investment Review Board.

Namoi shares are up 2.2% to 69 cents each in early trading on the ASX.

What they said: "STAM confirms that it considers the revised Olam offer to be superior to the LDC offer. STAM encourages the Namoi board to engage with Olam in relation to the revised Olam offer," Samuel Terry told investors.


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Olam lifts offer price in takeover battle for Namoi Cotton

The news: Singapore’s Olam Agri Holdings has lifted its offer for Namoi Cotton, days after Australia’s top cotton ginner backed an unconditional rival bid from French agri commodities giant Louis Dreyfus Company.

The numbers: Olam lifted its offer price to 75 cents for each Namoi share, valuing the Australian company at $154 million.

It had previously offered 70 cents a share, compared to a 67 cents a share offer by LDC.

LDC has now lifted its stake in Namoi to 21.30% to remain the second largest shareholder on the register.

Olam had previously extended the date for its offer for Namoi to 8 October.

The context: Olam presented its increased price as “distinctly superior” to LDC’s bid. However, Olam is still awaiting a final verdict on its offer after the Australian Competition and Consumer Commission (ACCC) raised preliminary competition concerns over the takeover.

However, LDC's offer has received clearance from both the ACCC and the Foreign Investment Review Board.

Namoi's largest shareholder Samuel Terry Asset Management, which holds a 24.2% interest, has previously backed Olam’s offer.

What they said: “While the ACCC approval process has taken longer than anticipated, we remain confident and are committed to working through the process to win approval, including proposing remedies aimed at satisfying the ACCC’s concerns,” Olam’s country head Ashish Govil said.


By Prashant Mehra and Hugo Mathers