GrainCorp rejects second offer from ADM

by Eric Schroeder
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SYDNEY, AUSTRALIA — GrainCorp Ltd. has rejected a second offer from Decatur, Ill.-based Archer Daniels Midland Co. to acquire GrainCorp’s outstanding shares for A$12.20 per share ($12.88) in cash, claiming the proposal again “materially undervalues” the company.

GrainCorp said it received the revised non-binding, conditional proposal from ADM on Dec. 4. Earlier, GrainCorp’s board rejected ADM’s bid of A$11.75 per share, which initially was submitted on Oct. 22.

“The increase in the proposed price has not changed the board’s view that ADM’s proposal materially undervalues GrainCorp,” GrainCorp said. “GrainCorp has advised ADM accordingly.”

The Sydney-based company added its board will be constructive in any dealings in relation to proposals that have the potential to be in the best interests of GrainCorp shareholders.

“GrainCorp has a unique portfolio of integrated, strategic assets and is confident in its outlook and strategy to continue to deliver shareholder value,” the company said.

In response to having its second offer rejected, Jackie Anderson, spokesperson for ADM, said, “On Dec. 3, we approached GrainCorp’s board of directors with a revised proposal of A$12.20 a share in cash. That proposal represented a material increase over our initial proposal of A$11.75 a share. Also, when combined with the dividend of A$0.35 per share announced on Nov. 15, our revised proposal represented a total value to GrainCorp shareholders of A$12.55 a share.

“The revised proposal represented a substantial premium to the prevailing GrainCorp share price at the time of our first approach. We believe that our revised proposal properly values GrainCorp’s business, taking into account GrainCorp’s 2012 results and its new initiatives announced on Nov. 15. Our proposal offered more certainty, greater value and immediate realization of potential future value for GrainCorp shareholders than GrainCorp’s stand-alone plan.

 “We intend to consider all our options with respect to GrainCorp and our 19.9% shareholding.”

As of Dec. 3, ADM held an economic interest in a total of 19.9% of GrainCorp shares. Since Oct. 18, ADM had held an economic interest in 14.9% of GrainCorp, and on Dec. 3 ADM acquired an additional 5% of GrainCorp’s outstanding shares for cash at a price of A$12.20 per share. ADM received approval from the Australian Foreign Investment Review Board to acquire up to 19.9% of the shares in GrainCorp.
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