Foley Family Wines, majority owned by American businessman and vineyard owner Bill Foley, plans to make an all-scrip $1.9 million takeover offer for pinot noir pioneer Martinborough Vineyard Estates and has already secured agreements to buy 41 percent of the company.
Marlborough-based Foley Family Wines is offering one Foley share for every 27.95 shares in Martinborough Vineyard, it said in a statement. The offer will run from May 26 until June 24. The directors of Martinborough Vineyard recommend shareholders accept the offer and owners of 41.28 percent of the shares have already accepted under a pre-bid agreement, Foley Family Wines said.
The acquisition of Martinborough Vineyard would add to Foley's Te Kairanga Wines company, just down the road. Foley Family Wines, which controls about 364 hectares of land in Marlborough and Wairarapa, is betting the enlarged company's bigger scale will boost efficiency and improve profitability.
"Over the last decade, it has been challenging for small to medium sized winemaker such as Martinborough Vineyard Estates to trade profitably and deliver satisfactory returns to their shareholders and it is likely it will continue to be difficult for such companies without the benefits of scale and distribution," Foley Family Wines chairman Bill Foley said in a letter to Martinborough Vineyard shareholders.
"Our offer will enable the operations of Martinborough Vineyard Estates to continue within the larger Foley Family Wines family, and the offer enables shareholders to have an interest in a viable, well financed, publicly listed wine company," he said.
Foley Family Wines said it plans to continue to operate Martinborough Vineyard's business of grape growing and wine making but will offer significantly greater opportunities to export its wines to the US and elsewhere using its distribution channels.
If the offer is accepted in full, Foley Family Wines would issue about 1,238,274 new shares in the company, with new holders making up 2.8 percent of the enlarged company. At Foley Family Wines' last traded price of $1.50, the offer values Martinborough Vineyard at $1.9 million.
The offer is conditional on Foley Family Wines gaining 90 percent of the shares and consent from the Overseas Investment Office.
Should the offer be accepted, Foley Family Wines will pay $708,450 to Martinborough Vineyard to pay off loans advanced by its shareholders, who will then pay $1.40 apiece for 506,036 new shares in Foley Family Wines, according to the takeover offer documents.
Shares in Foley Family Wines have advanced 23 percent in trading on the NZAX market over the past year, currently valuing the company at $65 million.