The offer is the eighteenth Vitalharvest has received. Image – Canva.
  • Roc offered $1.33 per unit or $357.35M in asset sale
  • Unit price offer is lower than asset consideration by 2 cents
  • Other changes were also made

A week ago, Macquarie Agricultural Funds Management (MAFM) increased its bid for Vitalharvest (ASX: VTH).

The $1.295 proposal from MAFM was the ninth, the seventeenth overall.

Originally, in November 2020, the company made a proposal to Vitalharvest for a $1.00 per unit takeover, or an asset sale alternative, $300 million.

Roc Private Equity expressed its interest in the berry and citrus farm company late in February, making what then seemed an attractive premium to the original offer, $1.08 per unit or $314.8 million in an asset sale.

Subsequently, MAFM equalled the offer, while Roc upped the offer by four cents to $1.12.

Roc then upped the offer again, Macquarie equalling the then $1.16 offer.

Equalling and raising by four ended there, in mid-April, Roc offered $1.18 instead, or $333.3 million for VTH assets.

Instead of equalling the $1.18 offer, MAFM increased it by one cent a week later, Roc Private Equity leapt ahead in the bidding battle for berry company Vitalharvest a day later with an offer of $1.23 per unit, Macquarie swiftly parrying the move with a $1.24 proposal.

A similar pattern emerged again, a quick succession of one cent one-upmanship saw the VTH takeover bid reach $1.26 with MAFM on top.

It seemed as if that was the end of things, but the flurry of activity picked up again in mid-May, with Roc offering, and MAFM once again with a riposte, the price rose to $1.28.

On 27 May, Roc Private Equity offered $1.29 or $353.65 million for an asset sale, Macquarie offered $1.295 on 2 June.


The eighteenth offer to land on the table was made today.

Ninth for Roc Private Equity, the offer now stands at $1.33 per unit or $357.35 million in an asset sale should unitholders not vote for the first option.

Today’s offer, Vitalharvest and Roc said, varies from the previous offer.

Notably, Vitalhravest said there is now a disparity between the unit price offer and asset sale price; the $357.35 million offer for VTH assets:

“..would result in a maximum return of $1.31 per unit for VTH unitholders.”


Another difference Vitalharvest noted includes “amending the condition precedent regarding the entry into a replacement facilitation deed with Primewest Agrichain Management Limited (the Manager) so that the payment under the facilitation deed to the Manager would be a maximum of $4.5 million instead of the previous $8 million;”.

The deadline for accepting the offer has been set for 1.59 pm on Tuesday, 15 June 2021, however, Vitalharvest said it “considers would need to be extended in view of the matching right timing in the MAFM Scheme Implementation Deed”.

Finally, another condition included “reinserting the matching right provision in favour of Roc.”

While it has not yet been deemed as superior, it is “reasonably likely”, said Vitalharvest.

VTH also said:

“Roc has not indicated whether it maintains the intention it stated when it made the Eighth Roc Offer regarding intending to overbid any further MAFM offers by an equivalent of 1 cent per unit, subject to a 5 business day confirmation period to confirm whether it would proceed with, and not withdraw, that offer.”


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