The final deal has been agreed
The final deal has been agreed, and the winner announced. Image – Canva.
  • The MAFM $1.33 proposal has now been approved by unitholders
  • 98.42% voted in favour of the proposal
  • The last day of trading for VTH units to be 1 July

In November last year, Macquarie Agricultural Funds Management (MAFM) proposed to take over berry and citrus farm company Vitalharvest (ASX: VTH) for $1.00 per unit or pay $300 million to buy out VTH’s assets.

Following a quiet period, Roc Private Equity made a tilt for Vitalharvest in late February, beginning a months-long bidding war.

The companies moved week by week, initially, Roc seemed the better offer, upping the Macquarie bid by eight cents.

From there, MAFM equalled the Roc offer, Roc Private Equity responded by upping the offer by another four cents. What looked like a cycle began, with more Roc offers likely, followed by MAFM equalling the bid.

Roc Private Equity again raised the bid by four cents to $1.16, or $329.6 million in an asset sale alternative, MAFM equalled, Roc then raised by two cents to $1.18.

Macquarie, rather than equal the Roc offer, raised the offer by one cent in late April to $1.19, only a day later news came through that Roc had tried to outbid MAFM by a larger margin of four cents, only to have MAFM raise by one cent again to $1.24.

One week later, another flurry of activity saw both companies vying for Vitalharvest raise each other one cent with MAFM coming out on top at $1.26 in its seventh proposal.

The end of May saw Roc make its eighth offer at $1.29 or $353.65 million in assets, adding that the company:

“…[Roc] intends to overbid [that further MAFM offer] (and any subsequent offer) to deliver scheme proceeds to VTH unitholders equivalent to $0.01 per unit more than [the further MAFM offer] subject to [Roc] having a five business day confirmation period to confirm whether it will proceed with, and not withdraw, the further Roc Offer”. 

Roc Private Equity

The words were not taken to be legally binding, a few days later MAFM offered $1.295 in response to the Roc offer.

On 8 June, the eighteenth overall offer was made by Roc Private Equity at $1.33 per VTH unit, equivalent to $357.35 million, or $57 million more than when the bidding began.

MAFM then made its tenth proposal on 10 June, equalling the $1.33 offer, which was accepted by Vitalharvest. At this stage, MAFM had acquired more than 20.9% of the company and stated in a Vitalharvest ASX release:

“… if the ninth Roc Offer does proceed and is put to a vote by VTH unitholders MAFML2 intends to vote, or procure the vote of, those units (and any VTH units it acquires in the future) against the Roc Trust Scheme.”

Vitalharvest

Today

The unitholder meeting was finally held today, following some delays.

Vitalharvest unitholders voted 98.42% in favour of MAFM acquiring VTH units at $1.33; they also voted 98.79% in favour of the amendment to the VTH constitution.

Richard Mccarthy, Group Executive, Perpetual Corporate Trust and Director of VTH RE said the company was pleased with the outcome:

“Since November last year when the initial offer was made public after extensive negotiations, unitholders have experienced a ~35% uplift in the value of their units and a ~71% increase from the trading price before the offer was announced.”

Richard Mccarthy, Group Executive, Perpetual Corporate Trust and Director of VTH RE

The outcome now sees eight months of 19 offers and counter-offers exchanged come to a close.

Vitalharvest also said, “The Proposal remains subject to receipt of the Second Judicial Advice.”

Beyond the full year distribution of 2.5 cents per unit, the court date is expected to be 1 July, the same date to be the last trading day of VTH units on the ASX.

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