JBS Australia chief executive Brent Eastwood and JBS chief financial offer Edison Alvares were in Dunedin yesterday concluding a four-city national roadshow for shareholders and about 30 went to Scott's Kaikorai Valley site yesterday.
Before the meeting, Mr Eastwood said in an interview JBS planned no changes for Scott operations, other than the opportunity to expand all facets of its operations.
''We're not a charity and want a return, but we're going to invest and build the business ... we see Kiwi ingenuity and good ideas. It [Scott's] only lacks scale to make money,'' he said.
While JBS would have up to three directors on the board, representing 50.1%, Mr Eastwood said business would be ''at arm's length'' and Scott would run ''on its own merits and ability''.
JBS was most interested in meat sector robotics, but Scott would remain headquartered in Dunedin with its research and development, dairying and mining interests, while Christchurch would still manufacture production lines.
''The ideas, the creation is here [Dunedin]. We're not buying it to shrink and they [shareholders] can come along for the ride,'' Mr Eastwood said.
A robotics joint venture with Silver Fern Farms would stay in place.
Mr Alvares said unless all shareholders opted to sell, JBS would not be making a 100% takeover play for Scott, nor seek its delisting.
''We're not intending for Scott to change. Mining, dairy, production lines - it'll be business as usual,'' Mr Eastwood said.
Scott would get a minimum $13.9million for recapitalisation, but depending on shareholders selling, that could go to a maximum $45million, he said.
That final figure would be the capital injection and JBS would not be recapitalising annually, nor repeatedly going back to the other remaining shareholders with further capital-raising placements.
Mr Eastwood made the point, Scott was a ''relatively small deal'' for the multibillion-dollar JBS, which has purchased three other companies recently, all for around $US1.5billion ($NZ2.32billion) each.
In late August, JBS Australia, a subsidiary of Brazilian food giant and parent JBS, launched the $40million-$50million bid for a 50.1% stake in Scott, of which it is already a customer.
The bid is at $1.39 per share, which is only a 6c premium on the $1.33 share price at the time, but Mr Eastwood said this was based on the previous 60-day average, while Mr Alvares said it was above independent valuations.
The takeover bid includes a placement of 10million new shares to JBS, and later after shareholders have chosen their options, there may yet be a further placement of shares to JBS to get it to the 50.1% controlling stake it seeks.
For shareholders, there is the offer to purchase their shares for $1.39, or they could opt to stay with the company and take up a 1 for 8 non-renounceable rights issue.
The bid has the potential for JBS to inject a further $20million to $45million capital into the 102-year-old company, after purchase costs and debt payments.
Quick summary
Shareholder vote November 26, requires 75% approval of those present, and 50% approval from all shareholders.
Shareholders can, 1) sell their Scott shares for $1.39, or 2) take up a 1:8 issue and buy more shares.
There are up to two share placements on offer to JBS, so it can attain the controlling 50.1% stake.
Scott's Dunedin plant concentrates on meat and dairy industry robotics and mining sector analysis equipment.
Its Christchurch plant maintains the historical and mainstay business of manufacturing automated production lines.360 Scott staff, including US, China and Australia.
For its full year to August, Scott's revenue was up 20% to $72.3million and profit before tax was up 91% to $8.1million.
