San Miguel has complained to Australia’s Takeovers Panel that it there has been inadequate disclosure about a possible joint venture involving New Zealand dairy giant Fonterra, its rival in the takeover battle for National Foods.
“San Miguel’s application alleges that unacceptable circumstance exist because there has been inadequate disclosure concerning a possible joint venture between National Foods, Sodima SAS and YOPLAIT SAS if Fonterra Co-operative Group Limited (Fonterra) acquires all of the shares in National Foods,” the panel said.
“Among other things, San Miguel’s application alleges that entry into arrangements concerning the possible joint venture has caused Yoplait and Sodima each to become an associate of Fonterra in relation to National Foods; and accordingly, Yoplait and Sodima should have lodged substantial holding notices annexing a copy of, or setting out details of, each agreement or arrangement between Fonterra, Sodima and Yoplait in relation to the possible joint venture.”
“San Miguel has sought a declaration of unacceptable circumstances under section 657A of the Corporations Act 2001 and final orders requiring corrective disclosure and withdrawal rights in order to rectify the alleged deficiencies,” it said.
“The Panel has not decided whether to conduct proceedings in relation to the application and makes no comment on the merits of the application,” it said. “It also notes that it has not received submissions from the other parties to the application and it is, therefore, unaware of their views.”
The board of National Foods last week unanimously recommended that its shareholders accept a revised offer from Fonterra in the absence of a superior proposal.