Australian ingredients company Burns Philp has agreed to waive or change some of the conditions of its A$2 billion (€1.1bn) takeover bid of Goodman Fielder, Australia's largest food company, leading the Australian Takeovers Panel to reject a Goodman Fielder application to have parts of the bid ruled unacceptable.
Goodman Fielder had sought the deletion or amendment of three conditions in relation to financing of the takeover, advice from the Goodman Fielder board on earnings and liabilities and material adverse changes in relation to Burns Philp.
"On the basis of the undertakings from Burns Philp, the panel has declined the application from Goodman Fielder in relation to the proposed takeover bid. The Panel had previously decided not to make any interim order restraining the dispatch of Burns Philp's bidder's statement," said the Takeover Panel today.
Burns Philp has agreed to waive two conditions relating to a material adverse change in its own operations or the financial markets, the panel said. The bidder has also agreed to give a statement to Goodman Fielder shareholders to help them to assess the availability of funding for its bid.
But the plot appears to thicken. Industry reports in Australia today state that Goodman Fielder is facing heat from the Australian Securities and Investments Commission and the Australian Stock Exchange about its disclosure of a potential tax bill. According to a report on IndustrySearch.com, the liabilities are potential deal breakers.
The ASIC says it wants Goodman Fielder's documents relating to the timing of the disclosure. Goodman Fielder on Thursday revealed it faces an additional tax expense of up to $101.6 million relating to a refinancing facility implemented in 1990. It also said it could face debt repayments totalling $392 million to United States lenders, incurring net costs of $26 million, if the takeover succeeds.