PPCS explains merger decision

Eion Garden
Eion Garden
PPCS acted on professional advice when deciding not to sign a co-operation agreement with Alliance group, which last Friday effectively scuppered the meat mega merger.

In a letter to shareholders, PPCS chairman Eoin Garden said the company was advised that proof of concept and a business case were "critical'' first steps before committing to a merger.

In a last-minute effort to broker a deal in talks last Friday, PPCS suggested Alliance make a takeover bid so PPCS shareholders could decide what the co-operative should do, an offer Mr Garden said was not accepted.

PPCS also last Friday renewed an offer to Alliance, initially extended in December, to co-operate by toll-processing livestock for each other, joint venture off-shore marketing, integrated livestock transport and buying and selling arrangements for various products.

Mr Garden said questions over the merger process and the decision to allow companies to withhold beef processing capacity from the merged entity, led to the conclusion Alliance was imposing the co-operation agreement.

The PPCS letter also revealed Affco was considering excluding its beef business from the merged entity and that at last Friday's meeting with Alliance, PPCS sought to keep separate its beef and venison business, to which Alliance refused.

"It is important to understand that at no time was PPCS involved by Alliance in designing the AGL [Alliance Group Ltd] concept.''

In a blunt assessment of the failed merger plan, Mr Garden said PPCS also had no influence on the shape of the final industry structure.

"PPCS is of the view that, for productive merger discussions to take place, parties should engage, discuss the principles and work through a programme to achieve the goals. The appointment of an appropriate person to lead this process would be valuable.''

Alliance had forecast $400 million in gains from a meat mega merger, but Mr Garden said those figures were never substantiated.

PPCS yesterday revealed $259 million of those gains were estimated to flow from sheep meat markets, $40 million from market gains for beef and venison, and about $100 million from rationalisation.

But, Mr Garden said allowing Anzco Foods and Affco to keep their beef would require the companies to maintain a head office, processing facilities and infrastructure which would reduce rationalisation benefits.

"The proposed mega-merger had effectively become a merger of PPCS and Alliance which would then look for opportunities to acquire certain assets from other meat industry players. In our view, this was not an industry solution but a piecemeal acquisition model which was not what has been put before stakeholders to date.''

PPCS has also released a time-line of events which shows PPCS on February 18 asked for a roadshow of the concept to be held for its shareholders, "and particularly North Island shareholders'', to which it said Alliance did not respond.

It also claimed that on March 7 it raised concerns about companies excluding beef assets in the new entity and on March 28 repeated those concerns as well as telling Alliance a different process was required.

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