berry farm red ripe
Image – Canva. Agricultural property seems as hot as other commercial and residential properties, with a bidding war to boot
  • Macquarie originally equaled Roc at $1.08 per unit
  • Roc has now upped their bid to $1.12 per unit
  • The offer is largely the same as previous, barring price

The context

Roc Private Equity is back in the bidding match for Vitalharvest (ASX: VTH).

The ASX listed berry and citrus property company originally announced back in late February it received a takeover offer from Roc Private Equity at $1.08 per unit, for 100% of units.

Then, Roc noted that its proposal would be “substantially similar” to the proposal made by Macquarie Agricultural Funds Management (MAFM) back in November last year (17 November 2020).

Vitalharvest came out a week later on 5 March 2021 with an update, saying they were warming considerably to the Roc Private Equity offer.

“… determined that the Roc proposal would be reasonably likely to result in a Superior Proposal.”


It was noted though, it wasn’t official yet, pending a response from Macquarie.

The agricultural real estate company then paused trading on 11 March 2021, shortly afterwards announcing Macquarie had equalled the rival bid by Roc, paying the same price for units, $1.08 as similar to the Roc Private Equity bid.

The revised offer

Roc Private Equity has responded to the Macquarie bid that equalled the $1.08 Roc offer made in February, increasing the price of the offer, a four cent premium.

This new offer from Roc sees unit prices total $1.12 per unit, with no impact to the 2.5 cent distribution that Vitalharvest is to pay for “rent received for the first half year ended 31 December 2020,” to unitholders of Vitalharvest.

In the event, a majority of unitholders do not put their confidence in the Trust Scheme Proposal from Roc 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, subject to adjustments…”.

The private equity company also noted that “Other than as to price, Roc has stated that it intends that the Revised Roc Proposal, if it became a binding proposal, would be on substantially the same terms as the revised proposal, announced on 11 March 2021, from Macquarie Agricultural Funds Management Limited as trustee for the MacquarieAgriculture Fund –Crop Australia 2(MAFM), including that VTH would be permitted to pay a distribution of 2.5c per VTH Unit from rent received for the first half year ended 31 December 2020. “

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