:. Food Industry News

Categories: Mergers and Acquisitions

Wesfarmers Set to Win Coles Shareholder Vote

Source: Reuters
02/11/2007

Melbourne, Nov 2 - Wesfarmers Ltd's A$20 billion ($18 billion) offer for supermarket chain Coles Group Ltd, Australia's largest corporate takeover, is set to sail through a shareholders' vote next week, sources said on Friday.

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Wesfarmers and Coles are confident of getting the deal approved, according to the latest tally of proxy votes that must be lodged by a Monday morning deadline, the sources said.

Coles shareholders are due to vote on the deal at a meeting on Wednesday, bringing to a close a 15-month saga for control of the country's second-largest retailer.

Proxy votes -- postal votes sent in by shareholders unable to attend the meeting -- are running strongly in favour of the Wesfarmers takeover, one source familiar with the situation said.

More than 75 percent of Coles shareholders must vote in favour for conglomerate Wesfarmers to take control of Australia's second-largest supermarket chain.

Retail shareholders, who make up a large part of its investor base, are expected to follow the board's recommendation in favour of the takeover. Of Coles' 350,000 shareholders, about 256,000 own 1,000 shares or less, and another 83,000 own between 1,000 and 5,000 shares.

Wesfarmers, which runs Australia's largest hardware chain Bunnings, faces an uphill task to overhaul the supermarkets, where sales have stalled and Coles has lost significant market share to larger rival Woolworths Ltd.

Scepticism about Wesfarmers' ability to turn around the business contributed to a slide in its share price from July that threatened to undermine the value of the bid, which is 75 percent scrip-based.

But a 16 percent rally in Wesfarmers' share price from an August low has restored confidence in the deal getting through. The increase has been largely attributed to a surge in coal prices, boosting the prospects for Wesfarmers' coal division.

"The strength of the Wesfarmers' share price has by and large made people reasonably comfortable. They are cautiously confident it will all go through," said another source familiar with the situation.

The recovery in the shares prompted the independent expert that reviewed the deal to upgrade his assessment this week, saying the Wesfarmers offer was now reasonable.

When Graeme Samuel and Associates first released its report on Sept. 13, it said the offer was below the fair and reasonable value range, based on the value of Wesfarmers shares at the time. It said the deal was nevertheless in the best interests of shareholders because it was the only offer on the table.

The Myer family, which holds about 4 percent of Coles, has said it will vote in favour of the deal. The family includes the grandson of Sidney Myer, the founder of the department store chain that was sold by Coles last year to TPG.



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