Enza independent directors have recommended that shareholders accept Guinness Peat Group's $57 million takeover for the apple exporter.
"The bid is within the $1.17-$1.50 range of the independent appraisal, albeit at the lower end," said Enza deputy chairman Brian D'Ath.
He chairs a committee of the three independent directors.
GPG, which
already holds 20 per cent of the former monopoly marketer, sent a $1.20 a share offer to Enza's 1065 or so grower shareholders on Friday.
GPG's offer values Enza at around $72 million.
In its annual report, the company's net shareholder value was $77 million, and its gross operating revenue $640 million.
D'Ath said Enza's shares had never traded above $1.20, and for the past month anyone had been free to buy the shares at above the bid price.
"We felt the offer, albeit lower than we would have liked, was a fair offer.
"No other bidder surfaced so we had nobody else to come in to make a counter bid.
"I wouldn't say we are over the moon about it, but we felt that if shareholders wanted to realise their stake in Enza that this was an opportunity that was not liable to come up again."
The independent directors also based their recommendation on the fact that the bid was likely to be successful.
Fellow corporate investor FR Partners had already agreed to sell its 20 per cent stake to GPG if the bid reached the 50 per cent threshold.
"As independent shareholders, we were convinced that that would be achieved, so the recommendation is that 'if you want to realise your stake in Enza, now is the time to do it'," D'Ath said.
He would sell just over half of his holding, held through Tollemache Orchards, a family concern.
He expected GPG would end up with a stake of between 50 and 90 per cent of the company, rather than proceed to a full takeover.
A report on the offer's merits by corporate restructurers and consultants Ferrier Hodgson was sent to growers yesterday.
In a covering letter to shareholders with Friday's offer, GPG director Tony Gibbs said the company believed that Enza was best served by having a committed shareholder.
"GPG has a long-term strategic vision for Enza which includes better returns for growers through business efficiencies."
Gibbs said the offer price was 114 per cent higher than Enza's share price before the marketer's February annual meeting.
- NZPA
