Scales Corp said its move to acquire a 5.95 percent stake in Turners and Growers (T&G) was not intended as spoiling action for BayWa Aktiengesellschaft's takeover bid for the Auckland-based fruit and vegetable company.
Scales, once part of the South Canterbury Finance empire but now majority owned by Auckland investment company Direct Capital, said it had options to buy a further 4.03 percent of T&G.
If Scales ends up owning more than the 10 percent, it could prevent BayWa from compulsarily acquiring the remaining shares in T&G under the Takeovers Code.
But Scales managing director Andy Borland told APNZ the company's entry onto T&G's share register was not intended as a spoiler for BayWa but more as a way keeping the company listed.
"We want to work with T&G and I guess we do want to make sure it remains listed,'' he said. Borland said Scales had not communicated with BayWa over is stake.
"We see them (BayWa) as very credible shareholders in T&G and they have an affinity with the agriculture sector in Germany,'' he said.
T&G owns ENZA which is New Zealand's biggest apple exporter.
ENZA is both a competitor and a customer for the Scales unit, Mr Apple, and vice versa. Mr Apple is also a major player in the apple growing and exporting sector.
"So we are hoping that we will get the opportunity to work with T&G to cut down supply chain costs and try to make orcharding more profitable,'' Borland said.
The offer was conditional on BayWa receiving acceptances in respect of more than 50 percent of the voting rights in T&G, which was satisfied when Guinness Peat Group accepted BayWa's offer in respect of its 64 percent stake.
But Scales' action could prove problematic for BayWa if it means the German company acquires less than 75 percent of T&G.
A 75 per cent holding allows enough control to get special resolutions through and allows substantially more control than just a simple majority.
BayWa's $137.4 million takeover bid won the approval of T&G independent directors this month after an independent valuer concluded it fell within its valuation range.
Shares in T&G closed 2c higher at $1.80 today - 5c down from BayWa's offer price.
BayWa has interests in agriculture, building and energy, and its fruit business is the Germany's biggest dessert pipfruit supplier.
According to its takeover documents, BayWay said it would delist T&G if it secured 90 percent of acceptances.
