The Bounty Fresh Group, a leading Philippines‐based farm‐to‐market poultry producer has announced that a group company, Bounty Holdings New Zealand Limited (‘Bounty Fresh’) has filed a Notice of Intention to make a full takeover offer under the Takeovers Code for 100% of the shares in Tegel (NZX:TGH).
Bounty Fresh has also entered into a binding lock‐up agreement with Claris Investments Ptd. Ltd. (‘Claris Investments’), which holds 45% of all Tegel shares on issue, for Claris Investments to accept the Offer when made.
The Offer price is NZ$1.23 per Tegel share, which represents a premium of 50.0% on NZ$0.82, the last traded price before the giving of the Notice of Intention, and a premium of 25.4% on NZ$0.98, the volume weighted average share price for the three months ended on Tuesday April 24 2018. Bounty Fresh’s Offer places a market valuation on Tegel of approximately NZ$437.8 million.
“Tegel is a leading brand in the New Zealand market with real potential to expand into international markets, particularly the Philippines where Bounty Fresh Group’s sales and distribution networks are extensive,” said Tennyson Chen, President, Bounty Fresh Food Inc.
“We believe our Group is naturally aligned to Tegel, and our offer is motivated by a desire to further grow the Bounty Fresh Group beyond the Philippines.”
“Our intention is to acquire 100% of Tegel’s shares on issue, but we also welcome any shareholder that wishes to remain invested in the company’s future alongside us,” he added.
Bounty Fresh’s Offer is subject to a number of conditions, which include:
*minimum shareholder acceptance condition of more than 50%
*New Zealand Overseas Investment Office approval given the Sensitive Land held by Tegel
*key third parties exercising or stating an intention to exercise rights due to, or refusing to consent to, the change of control
*Tegel meeting earnings performance thresholds for the financial period ending 29 April 2018 and 26 week period ending on or about 28 October 2018
The Notice of Intention to make an offer is not a takeover offer, but Bounty Fresh intends to proceed to make a full takeover offer for 100% of the shares in Tegel within the next 30 days.
About The Bounty Fresh Group
The Bounty Fresh Group is one of the two largest fully integrated poultry businesses, and a food retailing business, in the Philippines. It is privately held by the Cheng families from Manila, with annual revenues in 2017 of over NZD $750 million. It operates a farm‐to‐market strategy, meaning it controls and manages the entire supply and production chain. It also has significant operations in egg production, hog farming, feed milling and the takeout segment in the Philippines. In the last six years it has established over 1,500 company‐owned rotisseries take‐out stores under three brands, including Chooks to Go.