Saputo Announces a Conditional Increase in Its Offer Price for Warrnambool and Frees the Offer of All Conditions

26 Nov 2013 --- Saputo Inc. announced a conditional increase to its all-cash takeover offer for all the issued shares of the Australian dairy company Warrnambool Cheese and Butter Factory Company Holdings Limited and freed the Offer from all conditions.

Saputo's Offer price is AU $9.00 cash per Warrnambool share. However, Saputo will increase this Offer price to AU $9.20 cash per Warrnambool share upon Saputo reaching a relevant interest in Warrnambool of greater than 50% during the Offer period.

The Warrnambool Board reaffirms its unanimous recommendation of Saputo's Offer:

In response to the revisions to Saputo's Offer, the Board of Warrnambool has reaffirmed its unanimous recommendation that Warrnambool shareholders accept the Offer in the absence of a superior proposal. Each Warrnambool director and executive(1) has also reaffirmed his or her intention to accept the Offer for all of the Warrnambool shares he or she holds or otherwise controls in the absence of a superior proposal.

Saputo's Offer is superior to all other proposals for Warrnambool:

Without taking into consideration the conditional increase of AU$0.20, Saputo's Offer of AU$9.00 cash per share is superior to all other proposals made for Warrnambool:

- higher than the AU$8.675 implied value of the final cash and scrip offer of Bega Cheese Limited announced on November 14, 2013 based on Bega's closing price on November 14, 2013;

- equal to the value of AU$9.00 cash per share proposal announced by Murray Goulburn Co-operative Co. Limited on November 13, 2013, which remains highly conditional, in particular as it is subject to no objection by the ACCC or to granting of authorisation by the Australian Competition Tribunal. Both the timing and outcome of that process are uncertain and likely to take several months.

Warrnambool announced that it no longer intends to declare and pay any dividends during the Offer period.

Based on the current issued share capital of Warrnambool, the maximum purchase price for 100% of the shares of Warrnambool, assuming the higher price of AU$9.20 per Warrnambool share, would equal approximately $496 million(2).

There can be no assurance that the Offer will be successful, either in whole or in part, as Warrnambool is also the subject of other non-solicited takeover offers or proposals.

Rothschild and Rabobank are acting as the financial advisers to Saputo, and Maddocks and Stikeman Elliott are its legal advisers.