Cerebos Makes NZ$71.6 million Bid for Comvita Limited

Cerebos’ offer is conditional on 90% acceptance and certain other conditions specified in the proposed offer document. If the offer is successful, Comvita will be de-listed from NZSX and operated as a Cerebos subsidiary company.

Oct 14 2011 --- Cerebos Pacific Limited announced that it has delivered a Takeover Notice to Comvita Limited (Comvita) which proposes to acquire all the shares in the New Zealand Stock Exchange (NZSX) listed honey based and natural products manufacturer for a cash consideration of approximately NZ$71.6 million (About S$72.6 million) A new company called Cerebos New Zealand Limited has been established for this acquisition.

The offer price of NZ$2.50 (Approximately S$2.53) for each ordinary share represents a 19 per cent premium to the closing price of Comvita’s shares on the NZSX yesterday (Thursday, 13th October 2011. The offer price is also a 25 per cent premium to the one-month Volume Weighted Average Price (“VWAP”) and a 38 per cent premium to the three-month VWAP up to and including Thursday, 13th October 2011.

President & Group Chief Executive Officer, Mr Eiji Koike said : “Cerebos would be looking to explore areas of collaboration. In particular, we can provide strategic assistance for sales and marketing in Asia where we have considerable strengths but where the Comvita brands are not yet well established. The Comvita business has clear potential which can only be fulfilled by an increased investment in R&D and brand building. If the acquisition succeeds, it would bring benefits to both sides and going forward, we would identify the most beneficial pathways for Comvita and Cerebos.”

Cerebos’ offer is conditional on 90% acceptance and certain other conditions specified in the proposed offer document. If the offer is successful, Comvita will be de-listed from NZSX and operated as a Cerebos subsidiary company. Cerebos intends to take a long term perspective, focusing on sales growth and deliver shareholder value in the long term.

The next step in the takeover process is for Cerebos to forward its Offer Document to Comvita shareholders. In the meantime, Comvita is required to prepare a Target Company Statement, including an Independent Adviser’s Report on the merits of Cerebos’ offer, and a recommendation to shareholders from its directors. The outcome of the takeover bid is likely to be known in the next few months and is subject to clearance by the Overseas Investment Office of New Zealand.

Added Mr Koike: “The cash offer should be highly attractive to Comvita shareholders and even more so if the current market turmoil leads to further economic uncertainty. We are committed to the long term by providing the funds necessary to grow the business, like we do Atomic, Caffe L’Affare and Dominion Salt. In fact the Cerebos group has recently invested in a NZ$13 million expansion at Dominion Salt in Mt Maunganui in which it is a 50 per cent joint venture partner and is currently making a NZ$6 million investment in New Zealand’s only instant coffee producing plant in Dunedin.”