TP05/025
The Takeovers Panel (Panel) advises that it has received an application dated 7 March 2005 from San Miguel Foods Australia Holdings Pty Ltd (San Miguel) in relation to the affairs of National Foods Limited (National Foods).
San Miguel's application alleges that unacceptable circumstance exist because there has been inadequate disclosure concerning a possible joint venture between National Foods, Sodima SAS (Sodima) and Yoplait SAS (Yoplait) if Fonterra Co-Operative Group Limited (Fonterra) acquires all of the shares in National Foods.
Each of Fonterra and San Miguel has made a separate takeover bid for National Foods (either directly or through a wholly owned subsidiary). Sodima, which is controlled by Yoplait, is a counterparty to material manufacturing and distribution agreements with National Foods.
Among other things, San Miguel's application alleges that:
- entry into arrangements concerning the possible joint venture has caused Yoplait and Sodima each to become an associate of Fonterra in relation to National Foods; and
- accordingly, Yoplait and Sodima should have lodged substantial holding notices annexing a copy of, or setting out details of, each agreement or arrangement between Fonterra, Sodima and Yoplait in relation to the possible joint venture.
San Miguel has sought a declaration of unacceptable circumstances under section 657A of the Corporations Act 2001 (Cth) and final orders requiring corrective disclosure and withdrawal rights in order to rectify the alleged deficiencies.
The Panel has not decided whether to conduct proceedings in relation to the application and makes no comment on the merits of the application. It also notes that it has not received submissions from the other parties to the application and it is, therefore, unaware of their views.
The President of the Panel is appointing a sitting Panel to consider the application.
Nigel Morris
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3501
