Chinese-backed NZ Binxi (Oamaru) Foods has made a $25.3 million 100% takeover offer for Invercargill-based Blue Sky Meats after the meat processor had sought expressions of interest from buyers.
Blue Sky Meats trades on the Unlisted stock exchange and the $2.20 per share offer by Binxi offers an almost 70% premium on its recent trading price of $1.30 per share; which values the company at almost $15 million. Blue Sky shares were placed on a trading halt last Friday, pending the announcement.
NZ Binxi (Oamaru) Foods, a subsidiary of Heilongjiang Binxi Cattle Industry Co Ltd, last December increased its stake to 100% in North Otago-based meat processor Lean Meats, now known as Oamaru Meats.
Blue Sky invested heavily in a new beef plant in Gore in December 2014 which did not perform to expectations, while its 1987-established sheep and lamb plant in Invercargill did not have a profitable season last year either.
Blue Sky chairman Scott O'Donnell told shareholders in a letter yesterday that this year the board had started a process to identify a buyer, and interested parties were invited to submit proposals.
''Binxi presented a proposal and has now determined to proceed with the takeover notice,'' Mr O'Donnell said.
Mr O'Donnell was contacted for comment, and was circumspect, given independent reports and recommendations are yet to be determined, then delivered to shareholders.
''It's no surprise that in the South [sheep and lamb] numbers have declined in the last decade, since dairying [arrived] and there's too much [killing shed] capacity.
''The question is, what's the right way forward in order [for meatworks] to be efficient,'' he said.
One analyst recently determined the South Island's 14 plants alone have capacity to process 26 million lambs, while New Zealand's entire lamb kill is at present 21 million lambs.
While the Binxi offer is conditional on it gaining 90% acceptances, at which time under the takeover code it gets the outstanding 10%, it retained the right to waive that condition and have a minimum acceptance of 50.1% of the shares.
The takeover requires Overseas Investment Office approval.
For its trading year to March, Blue Sky posted an after-tax loss of nearly $2 million.
Revenue was up more than 21% to $123.9 million and operating cashflow improved significantly at $10 million, up by $15.3 million on the negative $5 million result of the previous year.
Much of the loss was due to its Gore beef plant running at a loss.
Overall company debt at March had reduced from $26 million the previous year to $17.2 million, of which bank borrowings were $12.7 million.
Once the offer is formally sent to shareholders, it is open for 90 days.
Mr O'Donnell said in the note to shareholders Blue Sky's board had appointed Campbell McPherson to assess the offer, in an independent adviser's report, plus sought legal and financial advice from respectively Chapman Tripp and McCulloch & Partners.
Mr O'Donnell said last month the board's job was to maximise value for shareholders and it was in ''constant dialogue''.
Blue Sky was undergoing significant change and a ''number'' of parties had approached the company with a range of possibilities for its future, albeit at the time that could have included no changes..
Feedback was expected on intentions to buy some or all shares or assets of the business, Mr O'Donnell said.
In a review in June, company founder and then chairman
Graham Cooney said the company's facilities continued to be underutilised.
In addition, the Gore plant ran at a loss, which was the primary reason for last year's loss.
In late October, three Blue Sky directors, including Mr Cooney, stood down from the board due to an age-related clause in the company's constitution precluding any individual from being a director once they reached 65 years old.