August 25, 2008
National Foods named successful bidder to acquire Dairy Farmers
Agreement reached for National Foods to acquire all shares
Tokyo, August 25, 2008—National Foods Limited (Melbourne, Australia; CEO & Managing Director, Ashley Waugh; hereafter "NFL"), a wholly-owned subsidiary of Kirin Holdings Company Limited (Tokyo, Japan; President and CEO, Kazuyasu Kato; hereafter "Kirin"), has been named the successful bidder to acquire all shares in Dairy Farmers (Sydney, Australia; CEO, Robert F. Gordon; hereafter "DF"), Australia's second-largest fresh dairy company, on August 25, 2008. Under the terms of the basic agreement reached among Kirin, NFL and DF, NFL will acquire all outstanding ordinary shares on a fully diluted basis, including existing ordinary shares and instruments equivalent to or convertible into ordinary shares in DF (a total of 126,957,492 as at 25 August 2008). The offer values DF at A$884 million. (¥84.0 billion*1, including net debt of A$ 209 million*2 = Approx. ¥19.9 billion)
*1 A$1.00 = ¥95 *2 including surplus assets of A$ 26 million
The sale agreement is subject to the approval of at least 75% of DF shareholders, which is expected to take around three months. NFL will work closely with DF to explain the acquisition proposal and seek the necessary approval from DF's shareholders. NFL and Warrnambool Cheese and Butter Factory (Allansford, Australia) are in discussions to finalise the details of a joint venture that will operate the acquired cheese business after completion of the transaction.
Kirin's long-term group vision, as outlined in Kirin Group Vision 2015, is to be a leading company in Asia and Oceania, and Kirin has been promoting a strategy in these regions of focusing on profitable operations in the area of "food and health". DF, a co-operative consisting of approximately 2,000 farmer members, is the second-largest manufacturer in Australia of fresh dairy products for retail customers, after NFL. Principal activities of DF include the production and distribution of milk, cheese, yogurt and other fresh dairy products. Through this acquisition, NFL is aiming to improve profitability through the stable procurement of raw milk, expand its distribution channels, and further develop a strong brand portfolio covering all categories of fresh dairy products. NFL also aims to achieve continued growth by realizing opportunities for synergies in all areas, from procurement and manufacturing through to distribution.
Kirin Group will constantly seek to nurture close bonds with its customers and offer the happiness of food and health, based on its marketing slogan oishisa wo egao ni — taste that makes you smile.
Corporate Fact Sheet
Dairy Farmers
| 1. Company name: | Dairy Farmers (Official registered as: Australian Co-operative Foods Limited) |
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| 2. Head office: | Sydney, New South Wales, Australia | ||||||||||||||||
| 3. Representative: | Robert F. Gordon, CEO | ||||||||||||||||
| 4. Capital stock:(As of June 30, 2007) | Net assets*1: A$206 million (Approx. ¥19.6 billion) Total assets: A$582 million (Approx. ¥55.3 billion) *1 including Member's share capita l of A$101 million |
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| 5. Financial results:(For FY ended June 30, 2007) | Net sales: A$1,175 million (Approx. ¥111.6 billion) Operating income: A$29 million (Approx. 2.8 billion) Ordinary income: A$5.4 million (Approx. ¥0.5 billion) *A$1.00 =¥95 |
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| 6. Number of employees:(As of December 2007) | Approximately 1,800 | ||||||||||||||||
| 7. Business description:(Market share ranking in Australia, as of December 2007) |
Milk (No.2), Dairy Foods (Yogurt and Desserts) (No.2), Cheese (No.2), Other Business | ||||||||||||||||
| 8. Core brands: | Dairy Farmers (milk), OAK (flavoured milk), Moove (flavoured milk), Ski (yogurt), Thick & Creamy (yogurt), COON (cheese), | ||||||||||||||||
| 9. Manufacturing base: | A total number of 12 major facilities in Australia | ||||||||||||||||
| 10. Company milestones: |
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Corporate Fact Sheet
National Foods Limited
| 1. Company name: | National Foods Limited | ||||||||||||||||||||||
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| 2. Head office: | Melbourne, Victoria, Australia | ||||||||||||||||||||||
| 3. Representative: | Ashley Waugh, Managing Director | ||||||||||||||||||||||
| 4. Capital stock:(As of December 31, 2007) | Net assets: A$ 680 million (Approx. ¥64.6 billion) Total assets: A$2,285 million (Approx. ¥217.1 billion) |
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| 5. Financial Results:(For FY ended December 31, 2007) | Net sales: A$2,006 million (Approx. ¥190.6 billion) Operating income: A$117 million (Approx. ¥11.1 billion) *A$1.00 = ¥ 95 |
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| 6. Number of employees:(As of December 2007) | Approximately 3,500 | ||||||||||||||||||||||
| 7. Business description:(Percentage of group sales, market share ranking in Australia as of December 31, 2007) | Milk (45%, No.1), Dairy Foods (11%, Yogurt: No.1, Desserts: No.1), Juice (25%, No.1), Cheese and Gourmet Foods (12%: Specialty cheese: No.1), International Business (6%) | ||||||||||||||||||||||
| 8. Core brands: | Pura (milk), Big M (flavoured milk), Farmers Union Iced Coffee (flavoured milk) Masters (flavoured milk), King Island Dairy (cheese), Tasmanian Heritage (cheese), Yoplait (yogurt), Berri (juice) |
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| 9. Manufacturing base: | A total of 24 major facilities (19 in Australia, 1 in New Zealand, 2 in Malaysia, 2 in Indonesia) | ||||||||||||||||||||||
| 10. Company milestones: |
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