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Pacific Retail offer has Bendon backing

By Phil Boeyen, ShareChat Business News Editor

Monday 25th February 2002

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Bendon's (NZSE: BEN) independent directors have come out in favour of a bid for the company by Pacific Retail Group (NZSE: PRG) but say shareholders should hold off selling their shares in case a better offer comes to light.

The recommendation puts paid to the rival bid by Hugo Venter and AMP Henderson in its current form, which is offering shareholders up to $1.99 to buy the company's lingerie trading subsidiary, Bendon Limited.

PRG's offer of $1.90 per share falls short of Grant Samuel's appraisal range of $1.94 to $2.19 and the Bendon directors say it is not fair.

However they agree that in comparison to the AMP/Venter bid the PRG offer provides certainty to shareholders, is effectively unconditional and avoids the delay inherent in the winding up of BGL and returning final proceeds to shareholders.

The directors say the competing offer was not considered a viable alternative because it is subject to approval by shareholders at a special meeting under two separate resolutions, one requiring 75% acceptances and the other requiring 50% acceptances.

The board also notes that there is uncertainty as to the final value of the AMP/Venter offer and that it was not made on acceptable terms.

"The independent directors recommend that shareholders delay acceptance of the Pacific Retail offer until near to its closing date.

"If by that time no better takeover offer for BGL has been made, and communicated to you, the directors advise shareholders to accept the Pacific Retail offer despite the fact that the directors believe the offer price is not fair."

The independent directors and their advisers say they will continue discussions with the consortium and other parties to encourage them to put forward competing takeover offers for BGL before the Pacific Retail offer closing date.

"If no further takeover offers are forthcoming the directors recommend that you accept Pacific Retail's offer near to its closing date."

Earlier on Monday Pacific Retail Group extended the period of its offer for Bendon from March 11 until March 26 but said that it was not prepared to increase the bid price.

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