Murray Goulburn's statement that it has made a proposal to acquire Warrnambool Cheese and Butter is old news, according to WCB chairman Frank Davis.
Mr Davis said the "approach" was one of two already announced by WCB in late December and stipulated that the proposal was not a formal offer to acquire WCB.
"It was an indicative, non binding approach that was contingent on many conditions; including due diligence on WCB’s business, ACCC approvals, restrictions on WCB normal operations, removal of the shareholder limit in
WCB’s Constitution, certain negative movements in the S&P/ASX200 share index and WCB’s share price, unanimous board recommendation of MG’s proposal, $2.5 million break fee and exclusivity," a statement from Mr Davis said.
"As such, MG’s approach was, and still is, incomplete and incapable of being put to shareholders by the WCB Board.
"MG’s statements do not contain any new aspects that have not already been considered by the Board in its initial deliberations.
"In light of WCB’s responsibilities to shareholders, it conducted a formal review of the terms and conditions of MG’s proposal including independent legal and financial advice.
"The conclusion reached by the WCB Board was that MG’s proposal was inadequate – both in terms of price (at or slightly below $4 cash per WCB share) and
conditions – and sought to opportunistically acquire WCB."
Mr Davis said the company appreciated the strong support it had received from shareholders and farmer suppliers since it first announced takeover approaches in December 2009.
Feedback from shareholders has been overwhelmingly supportive of the Board’s decision to reject the two proposals," he said.
"Suppliers remain supportive of WCB and the number of milk supplier farms continues to improve.
"As such, the WCB board sees no reason to further engage with MG as the terms and conditions of its indicative proposal cannot be satisfied.
"The board will continue to keep shareholders, suppliers and other interested stakeholders appropriately informed."