lemon tree ripens
Photo – Canva. Vitalharvest, a citrus and berry farm property company receives takeover bid.
  • Macquarie equals Roc Private Equity's bid at $1.08
  • VTH announced "engagement of Roc has ceased"
  • Everything pending an unitholder meeting next week

Recap

The sale of Vitalharvest (ASX: VTH) has been on the cards for some time now, The Property Tribune previously reporting the gap in the market left by Vitalharvest could be filled by a Primewest’s move into the agricultural property sector.

Macquarie Agriculture Fund had its hat in the ring early on, Roc Private Equity Pty Ltd, part of Roc Partners, made a bid for 100% of Vitalharvest late on 25 February 2021 at $1.08 per unit, only announced the day after.

Exactly a week later Vitalharvest announced to the ASX, albeit it wasn’t “official” yet, that they were warming considerably to the offer from Roc Private Equity.

In addition to the statement, VTH also noted they would also “consider any response from Macquarie.”

The warming to Roc seemed fairly firm as Vitalharvest noted in its statement that the company “… has made this determination and is able to negotiate with Roc with a view to agreeing a legally binding Superior Proposal,” of course as previously noted the move at the time was not yet final.

Take five

Vitalharvest announced to the market this morning a pause in trading, closing the previous day out at $1.08.

The pause of trade occurred shortly before VTH announced to the market Macquarie had increased its takeover bid for Vitalharvest, raising their offer to $1.08 per unit.

Macquarie’s bid price now equals the offer made by Roc Private Equity back in February.

The take over is” by way of trust scheme”, and it was also announced that Macquarie “has also agreed to extend the waiver it granted previously to permit the payment of a distribution to unitholders of 2.5c per VTH unit from rent received for the half year ended 31 December 2020 subject to certain conditions,”.

Board recommendations

In the statement to the ASX, the Board of Vitalharvest “unanimously” recommended that unitholders vote in favour of “the Trust Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Trust Scheme is fair and reasonable to … VTH unitholders”.

The Board also unanimously recommended unitholders vote in favour of the Asset Sale.

Additional information

Vithalharvest also noted there were other “minor amendments” to the Scheme Implementation Deed, including a break fee increase to $2M, up from $1.85M.

The company also noted Macquarie’s “matching right will apply at the point where VTH RE proposes to enter into a binding agreement in respect of a Superior Proposal; and VTH RE is required to provide additional details to MAFM in respect of an actual, proposed or potential Alternative Transaction including any conditions to the funding of the Alternative Transaction.”

The timeline looking forward sees a unitholder meeting next week, and VTH announced that the engagement with Roc has ceased.

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