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Scales Corp emerges as potential block to Turners & Growers bid

Thursday 22nd December 2011

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Scales Corp, the primary sector processing company sold by South Canterbury Finance’s receivers, has emerged with a potential blocking stake in Turners & Growers, which is under takeover offer from Germany’s BayWa Aktiengesellschaft.

Scales owns 5.95 percent of fruit marketer Turners & Growers and has options to acquire a further 4.03 percent, it said in a statement today.

That would give it more than the 10 percent holding needed to prevent BayWa compulsorily acquiring remaining shares in the company under the Takeovers Code.

BayWa’s $137.4 million takeover bid won the approval of Turners & Growers’ independent directors this month after an independent valuer concluded it fell within its valuation range.

BayWa’s offer has already secured Guinness Peat Group’s 64 percent stake, meeting its minimum requirement to win half of the business. Scales doesn’t intend launching a rival offer, managing director Andy Borland said in a statement.

“Scales is interested in exploring whether there are opportunities for industry consolidation and enhanced grower and industry returns,” he said.

Scales, which owns the MrApple business, the nation’s largest integrated grower and exporter of apples, was advised by First NZ Capital.

BayWa’s offer closes on Jan.9.

Shares of Turners & Growers gained 1.1 percent to $1.80, below BayWa’s $1.85-per-share offer. A

according to a separate filing by Accident Compensation Corp, Scales acquired the accident insurer’s holding in Turners & Growers for $1.90 apiece.

GPG’s sale comes as the investment vehicle winds down after several years of underperformance and an overhaul of its governance last year. Munich-based BayWa has interests in agriculture, building and energy, and its fruit business is the Germany’s biggest dessert pipfruit supplier, of which about 15 percent is organically produced, according to its website.

The takeover document says BayWa will delist T&G if it secures 90 percent of acceptances that would enable it to force a compulsory sale for the rest of the company, but the deal doesn’t rest on it winning full control.

Direct Capital acquired South Canterbury’s 79.7% holding in Scales from the receivers for $44 million.

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