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  • A binding offer has now been made to VTH by Roc
  • The offer amounts to $1.12 per unit or $322.2 million assets
  • Macquarie is yet to respond to the offer announcement

The events thus far

The battle for Vitalharvest Freehold Trust (ASX: VTH) has extended over a month now, with the original competing takeover offer from Roc Private Equity announced on 26 February 2021; a takeover offer was made by Macquarie Agricultural Funds Management (MAFM) back in mid-November 2020.

In February, Roc offered $1.08 per share on “substantially similar terms” to the MAFM. Exactly a week later Vitalharvest announced to market a simple statement: they were warming to the Roc offer. It was open to a response by MAFM of course, but at the time VTH noted that it was “determined that the Roc proposal would be reasonably likely to result in a Superior Proposal.”

Six days passed and Macquarie equalled the Roc Private Equity bid for Vitalharvest, the berry and citrus property company then entered a trading halt.

On 18 March 2021, Roc Private Equity parried Macquarie’s move again one-upping the MAFM bid for Vitalharvest, adding a four cent premium to the unit price offer, now at $1.12, or in the event shareholders did not initially approve, but did “approve a resolution under ASX Listing Rule 11,” Roc Private Equity could acquire “all of the assets of VTH for $322.2 million in cash,”.

A week later, Vitalharvest announced as it did at the start of March that it was warming to the Roc Private Equity offer, mimicking the language of early March too.

Today

The previous offer by Roc on 18 March 2021 was non-binding, today a binding offer was announced; the offer was received by Vitalharvest “late on 31 March 2021”.

The terms of the deal are the same as previously stated in the non-binding offer back in mid-March, acquisition of 100% of units in VTH for $1.12 per unit, or all VTH assets for $322.2 million in cash.

Whether the offer is “superior” is yet to be determined, MAFM has the right to match the offer within 5 business days following a determination from Vitalharvest, lack of action means that “VTH RE could enter into a legally binding agreement with Roc to give effect to the Roc Proposal.”

The timetable as set out by Vitalharvest for unitholder meetings and determinations sees a meeting time set for Friday 16 April 2021, with the last day of trading in VTH Units on ASX (another suspension from trading) expected to fall on Tuesday 20 April.

Interim distributions are expected to be paid out shortly after the last day of trading, on 29 April.

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