Takeover bidder Haier wants to de-list F&P
Haier would de-list Fisher & Paykel Appliances if its takeover bid is successful, offer documents reveal.
If it can't take the company private, Haier says it wants "appropriate" board representation.
The Chinese whiteware giant's unchanged takeover bid has been sent to F&P shareholders.
Haier bought a 20% stake in 2009 and has offered all other shareholders $1.20 a share and has a lock-up agreement with 17.5% shareholder Allan Gray, an Australian fund manager.
F&P board says shareholders should take no action until they receive the company's response, including an independent report which should arrive within two weeks.
The offer closes on November 6.
'Appropriate' board representation
Haier's full offer document says if it acquires 90% of F&P shares it wants to compulsorily acquire the outstanding shares and apply for de-listing from the NZX and ASX.
If it falls short of the 90% but goes unconditional, the Chinese company says it will seek "appropriate board representation", and "will participate in decisions relating to Fisher & Paykel Appliances and its future".
That will stoke union fears a Haier takeover will lead to an Auckland manufacturing shutdown.
Leading up the offer, Haier said it intends to retain F&P as a stand-alone company, led by local management, and retain the F&P brand - but that it might change its intentions after consulting the board.
The offer document says the Chinese company will maintain the existing ratio of New Zealand or Australian resident independent directors on the board for "at least two years" after the offer's closing date.
Haier New Zealand chairman Liang Haishan – also a director of Fisher & Paykel Appliances Holdings – says in the offer document there will be a "closer partnership" between the two companies.
"We also intend to maintain open lines of communication, enhance commercial opportunities and improve the working relationship between the Haier Group and Fisher & Paykel Appliances."
The Chinese company has already signalled it could sell F&P's finance arm.
Accident Compensation Corporation, the government's injury cover arm, has a 7.51% stake and says it will not decide whether to sell its share until it has received the independent report.
F&P shares (NZX: FPA) were unchanged yesterday at $1.19, after starting the year at 36 cents. The shares sat at 75 cents before Haier's offer, earlier this month.
The company's market capitalisation is now $860 million.