Goodman Fielder IPO

[Snow Leopard]

[quote]quote:
BPH
29/09/2005
GENERAL

REL: 1249 HRS Burns Philp & Company Limited

GENERAL: BPH: New Listing of Goodman Fielder along with purchase of NZDF

Burns Philp announces new listing of Goodman Fielder together with the
purchase of New Zealand Dairy Foods Limited, which will be included in the
new listing.

Burns Philp plans to establish a new Australasian food company, intended to
be listed on the Australian and New Zealand stock exchanges under the name of
Goodman Fielder. Burns Philp will retain a significant shareholding in the
company together with appropriate board representation. The Goodman Fielder
businesses will comprise Burns Philp's existing Baking division together with
its existing Spreads & Oils division. Burns Philp's Snack Food Division
including Uncle Tobys, Le Snak and Bluebird in New Zealand will not be
included.

In addition, Burns Philp has, through Goodman Fielder, entered into a
conditional agreement with Rank Group Limited to acquire New Zealand Dairy
Foods Limited, a national supplier of dairy foods and small goods in New
Zealand. The business will be merged with Goodman Fielder's New Zealand
operations. Burns Philp believes that this will facilitate the realisation of
significant synergies (which will accrue to Goodman Fielder) and will provide
a platform from which to further develop the group's dairy interests. The
new Goodman Fielder will settle the acquisition shortly after completion of
the Initial Public Offering (IPO) of Goodman Fielder. The terms of the
acquisition provide for the price paid to be calculated on the same price
multiples achieved for the IPO but with the earnings to be subject to due
diligence, an earn-out and to be capped. Complete details of the
acquisition will be disclosed in the Prospectus. Burns Philp has arranged
for an Independent Report to be prepared by Grant Samuel & Associates Pty
Limited.

The initiative to partially divest Burns Philp's interest in these businesses
is driven by its board of directors who believe that significant value has
been created and consider it appropriate at this stage to realise that
capital for redeployment. By maintaining a strategic shareholding and board
representation, Burns Philp believes that it will also be able to contribute
to and participate in the ongoing profitability and growth of the Goodman
Fielder businesses.

Further, Burns Philp has today made a conditional tender offer for its three
outstanding series of high yield US Notes for a total offer price of
approximately US$820 million. The effect of this offer, if fully taken up by
note holders, will be to repay the outstanding indebtedness under these
Notes. Burns Philp will be funding the tender offer through a mixture of
cash on deposit and a new debt facility.

Burns Philp's proposed new listing of Goodman Fielder in the latter part of
this year will depend upon:

- all necessary regulatory approvals including New Zealand Overseas
Investment Office approval, being obtained;

- any required shareholder approvals being obtained;

- Burns Philp successfully purchasing a majority of its three
outstanding series of high yield US notes and putting in place senior debt
facilities for the Goodman Fielder business;

- no adverse change to financial or capital market conditions in
Australia or the United States; and

- acceptable underwriting and offer management arrangements being
concluded.

If the final decision to proceed with the float is made by the Burns Philp
board, full details of the offer will be provided in an offer document to be
lodged with the Australian Investment and Securities Commission.

Burns Philp proposes to give a priority allocation of shares in Goodman
Fielder to its existing shareholders, including holders of its converting
preference shares.

GOODMAN FIELDER

Summary details of the businesses to be included

[Snow Leopard]

It would seem that the lead broker thinks this an absolutely wonderful stock.
Now there's a surprise! [:0]
[quote]quote:from NZ Herald

Goodman Fielder given upbeat valuation

02.11.05 1.40pm


New Zealand billionaire Graeme Hart's new food group, Goodman Fielder, has been given a bullish value by one of the brokers arranging its upcoming share float.

Goodman Fielder has been valued at between A$4.2 billion ($4.53 billion) and A$5.3 billion on an enterprise basis - A$1 billion more than previous market estimates - by Credit Suisse First Boston analysts, the Australian Financial Review reported today.

Credit Suisse First Boston is the global coordinator for the initial public offer (IPO).

After taking into account debt of about A$1.2 billion, the new Goodman Fielder would have an equity valuation of between A$2.9 billion and A$4 billion, making the resurrected food company one of this year's largest floats.

At A$4.2 billion, Goodman Fielder would rank among global food giants ConAgra and Nestle in terms of earnings multiples. The mid-point of A$4.7 billion would put it alongside Cadbury Schweppes, Campbell's Soup and Heinz.

In comparison, analysts at Macquarie Bank - one of three lead managers of the float - have valued Goodman Fielder at between A$3.3 billion and A$3.9 billion and its equity between A$2.2 billion and A$2.8 billion.

Goodman Fielder is hoping to raise more than A$2.25 billion when it lists on the Australian Stock Exchange, according to details released last week.

Burns Philp's baking, spreads and oil business will be sold into the new vehicle for A$1.47 billion along with Mr Hart's privately-owned Rank Group's dairy operations for A$782.6 million.

Mr Hart owns 54 per cent of Burns Philp through Rank.

Burns Philp is keen to maximise proceeds from the float, set to take place on the Australian and New Zealand exchanges later this year, having spent more than two years overhauling the business it acquired in a hostile A$1.9 billion takeover in 2003.

However, with equity markets starting to wobble and with at least three major floats due across the Tasman before the end of the year, the lead managers - Credit Suisse First Boston, Macquarie Bank and UBS - will have a tough task trying to match Burns' expectations with those of potential investors.

In investor presentations ahead of the prospectus, Burns has been highlighting the solid double-digit earnings growth expected from Goodman's four main divisions over the next two years, as well as its high dividend yield, strong cash flows and capital efficiency and the potential for bolt-on acquisitions and business expansion down the track.

Credit Suisse First Boston analysts are forecasting 10 per cent growth in earnings (EBITDA) in 2006 and 13 per cent in 2007 - slightly above the 12 per cent growth forecast in preliminary financial data released last week.

However, earnings growth will slow to 2 per cent after fiscal 2008, the broker believes.

Burns also hopes the appointment of Peter Margin as chief executive after his departure from former sharemarket favourite National Foods will act as a drawcard for investors.

Apart from Mr Margin and newly appointed chief financial officer Andrew Beck, the heads of Goodman Fielder's five key divisions all joined the company before the Burns takeover and have endured the roller-coaster ride since.

The new company will hold some of Australasia's best known brands including Wonder White, Mighty Soft and Helga's breads, Meadow Lea margarine, Pampas pastry and White Wings cake mixes.

Burns, Philp & Co posted a seven-fold increase in net profit to A$861.9 million in fiscal 2005, boosted by asset sales. Earnings before interest, tax, depreciation and amortisation from continuing operations in fiscal 2005 were A$414.2 million.

Mr Hart, New Zealand's

[Placebo]

Yes I find it difficult to believe Goodman Fielder on the same level as a Nestle or Heinz...

Although having said that, even at the $2.2 to $2.8bn Macquarie Bank figure it's still a biggie...

[rmbbrave]

Private offer a Hart-stopper

15.11.05
By Liam Dann


The future of the Goodman Fielder float remained uncertain last night as Graeme Hart and his Burns Philp team took trade-sale negotiations right down to the wire.

The market has been braced for the cancellation of the float since Friday, when the prospectus for the IPO failed to materialise.

Hart's team spent yesterday poring through a substantial offer made by a partnership of private investment firms, believed to be Boston-based Bain Capital, Australia's Pacific Equity Partners and international investment bank Goldman Sachs.

Sources said the offer was worth A$3.6 billion ($3.84 billion), the Bloomberg news agency reported.

Hart has already said he expects to realise A$2.5 billion by floating 80 per cent of Goodman.

The new offer would allowed Hart to exit completely - leaving Burns Philp with a swag of cash to hunt worldwide for acquisitions.

In his speech at the Burns Philp annual meeting on November 4, Hart hinted a trade sale was still possible, saying "active discussions" were being held with private investors.

At the time, some brokers felt the statement might be game-playing to heighten broker interest in the float.

Brokers in Australia have been sceptical about the amount of value Hart has left in the business after extensive restructuring and cost-cutting. Some felt there might not be much growth potential.

Aware of those criticisms, Hart's team did a round of broker briefings last Wednesday.

"We were told to be ready to go for Friday - we primed our team on Thursday - but we have heard nothing since," one broker said yesterday.

Pacific Equity Partners, which has majority stakes in companies worth more than $2 billion, was one of the private equity firms that expressed interest in Goodman Fielder back in 2003 before the takeover by Hart and Burns Philp.

Bain Capital controls global assets worth more than US$25 billion and is understood to be aiming to take a controlling stake in the private equity partnership.

A New Zealand broker, who asked to remain anonymous, said it would be a great shame if Goodman did not list.

He said the company would provide a stable defensive stock in the food sector, which was hugely under-represented on the New Zealand and Australian stock exchanges.

But as time marched on, the prospect of an IPO before the end of the year - Burns Philp's original aim - was looking less and less likely.

Goodman Fielder was expected to be dual-listed on the ASX and NZX.

The company was created from the spin-off of Burns Philp's ingredients business, which was merged with Hart's NZ Dairy Foods.

Whatever the outcome of the sale, Burns Philp plans to hold on to its lucrative consumer snack foods business, which includes popular brands such as Uncle Toby's.

Diary of an IPO

* September 29: Graeme Hart announces plans to merge New Zealand Dairy Foods with the Burns Philp ingredients business and float a new improved Goodman Fielder on the ASX and the NZX.

* October 6: Burns Philp says it will retain a 20 per cent stake in Goodman. The new company is tipped to have an enterprise value of about $3 billion.

* November 4: At the Burns Philp AGM, Hart says a prospectus will be published on November 10. But he also hints that a trade sale is still on the cards.

* Last Tuesday: Pacific Equity Partners is tipped as a possible buyer.

* Last Thursday: Prospectus fails to materialise, sparking speculation that the float has sunk.

* Yesterday: Burns Philp considers a A$3.6 billion offer from a private equity group consisting of Bain Capital, Pacific Equity Partners and Goldman Sachs.

[rmbbrave]

Goodman Fielder listing to go ahead

16.11.05
By Liam Dann


Graeme Hart has pulled the plug on a private sale of food group Goodman Fielder and will forge ahead with a stock market listing less than a week out from Christmas.

The prospectus - overdue since Friday - was finally lodged with the Australian stock exchange yesterday.

It reveals that Goodman Fielder will have market capitalisation of up to A$2.65 billion ($2.83 billion) and will begin trading on December 19.

The market had been anticipating the cancellation of the float since Friday, when the prospectus failed to appear.

Hart and his team spent all of Monday crunching numbers on a last-minute bid from a partnership of private investment firms - Boston-based Bain Capital, Australia's Pacific Equity Partners and international investment bank Goldman Sachs. The offer was reported to be worth up to A$3.6 billion, excluding Goodman Fielder's debt.

Hart said yesterday that there was not a great financial difference between the value of the private offer and the expected value of the IPO.

Burns Philp expects Goodman, including its A$1.1 billion in debt, to have an enterprise value of up to A$3.75 billion.

As a condition of the IPO Burns Philp has committed to retaining a stake of at least 20 per cent in Goodman Fielder. Hart said it could end up retaining as much as 30 per cent.

The private sale would have allowed Burns Philp to sell-out completely.

Hart conceded there were some tax advantages to retaining a stake but said they were not the main driver behind the decision.

The possibility of delaying the float until the New Year had also been considered, he said. But Burns Philp's advisers had indicated there was enough time to get it away.

The share issue will include a general retail offer, a priority offer for existing Burns Philp shareholders and an institutional offer.

Burns Philp chief executive Tom Degnan will chair the board of directors. He will be joined on the board by Hart and his Rank Group offsider Tim Hardman. Goodman's new chief executive, Peter Margin, will also join the board as will former National Foods chairman Max Ould and New Zealand-based former Foodstuffs managing director Hugh Perrett.

The company has forecast operating profits of A$419 million for the 2006 year and A$466 million for the 2007 year. That equates to earnings per share of 14.1Ac and 16.9Ac respectively.

The retail offer opens on November 25 and closes on December 9.

[BRICKS]

AND with the money left over there snack division could BUY Mr Chips to round off another food company.. [8D]

[rmbbrave]

Hart floats Goodman Fielder
16 November 2005
By PAM GRAHAM

The float is on of Goodman Fielder, deliverer of daily bread to 10,000 stores.


New Zealand billionaire Graeme Hart said the decision by his company Burns Philp was not simply about money. "For sure, we could have sold 100 per cent of this business yesterday.

"What it came down to from our perspective was primarily a desire to remain involved."

Goodman Fielder would be listed on the Australian and New Zealand sharemarkets instead of being sold privately to Pacific Equity Partners and Bain Capital.

Burns Philp, the Australian food company majority controlled by Mr Hart's Rank Group, has turned Goodman Fielder around in the three years since taking it over and delisting it.

Yesterday Burns Philp dismissed talk that Goodman Fielder was an ordinary listing in the past and might be again in the future.

"It is a different Goodman Fielder," Burns Philp chief executive Tom Degnan said. "This Goodman Fielder is a brand new powerhouse led by a proven management team."

The New Zealand boss is Alison Taylor.

The new Goodman Fielder is the old business minus snackfoods. It will buy Mr Hart's New Zealand dairy assets at the same earnings multiple achieved in the float.

Synergies expected in New Zealand are one of the float's selling points. About A$10 million (NZ$10.7 million) of savings are expected. "I'd be disappointed if that is all we get," Mr Degnan said.

Burns Philp is selling between 927.5 million and 1.06 billion Goodman Fielder shares at between A$1.85 and A$2 each, giving the company a market capitalisation of between A$2.45 billion and A$2.65 billion.

Including net debt of A$1.1 billion, this will give it an enterprise value of at least A$3.5 billion.

AdvertisementAdvertisementThe final price will be set later, as will the size of the shareholding Burns Philp will retain. It is expected to be between 20 per cent and 30 per cent.

The offer closes on December 9. The shares will list on December 19.

It is a tight timetable ahead of Christmas but will give the New Zealand Exchange a fillip as it faces possibly losing Carter Holt Harvey in a separate bid by Mr Hart.

"The company is an important part of the local economy and the New Zealand public will now have a chance to participate in its growth," NZX chief executive Mark Weldon said.

Mr Hart said high quality IPOs were in short supply.

He denied he was selling Goodman Fielder to support the separate NZ$3.3 billion bid for Carter Holt Harvey.

Carter Holt was separate and "fabulous", he said.

Investors wonder what Burns Philp will do to build the snackfood business it is retaining with the cash it will have from the float.

Mr Hart said Burns Philp began the process of refloating Goodman Fielder two to three months ago. "We were approached two weeks ago, maybe three weeks ago, by Bain and they expressed a credible interest (in buying Goodman Fielder)."

[BRICKS]

quote:Originally posted by BRICKS

AND with the money left over there snack division could BUY Mr Chips to round off another food company.. [8D]

NOW the papers are saying a "DUD" looks big and beautiful but its a fancy refinance JOB to keep the empire afloat and when the smoke clears Mr H will still own the LOT.. [8D]

[BRICKS]

quote:Originally posted by BRICKS

quote:Originally posted by BRICKS

AND with the money left over there snack division could BUY Mr Chips to round off another food company.. [8D]

NOW the papers are saying a "DUD" looks big and beautiful but its a fancy refinance JOB to keep the empire afloat and when the smoke clears Mr H will still own the LOT.. [8D]

ANY comments.. [8D]

[Snow Leopard]

Sure, your former highness.

Are you buying into this IPO or are you going to sit on the sidewalk and see how it goes?

your loyal subject
Paper Tiger