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Foley Family Wines [NZAX: FFW], which is majority owned by American businessman and vineyard owner Bill Foley, has met the last of its conditions for its takeover bid for Martinborough Vineyard Estates, crossing the 90 percent threshold required to mop up the remaining shares.
Marlborough-based Foley Family Wines has secured 90.27 percent of the pinot noir maker's shares, according to a notice to the stock exchange today, meeting the second condition of its takeover bid having already received Overseas Investment Office approval. Foley Family Wines offered one Foley share for every 27.95 shares in Martinborough Vineyard, with the offer due to close on June 24. With more than 90 percent of acceptances, Foley Family Wines can enforce Takeovers Code provisions to buy the remaining shares.
Foley Family Wines will issue about 1.2 million new shares, with new holders making up 2.8 percent of the enlarged company. At Foley Family Wines' last traded price of $1.45, the offer values Martinborough Vineyard at $1.8 million.
The winemaker 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.
The directors of Martinborough Vineyard recommended shareholders accept the offer and under a pre-bid agreement 41.28 percent of the shares had already been accepted when the offer was announced early May.
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. 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.
Shares in Foley Family Wines have declined 12 percent on the New Zealand Alternative Index this year, and the company has a market value of $62.9 million.