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Goodman Fielder directors are supportive of a revised deal which will see Wilmar International and First Pacific Company pay A70c for the food manufacturing company, A5c a share above the initial offer.
The deal, if completed, is worth $A1.37 billion ($NZ1.48 billion).
As part of the agreement, Goodman Fielder will be able to pay a final A1c dividend for the year ending June 30, subject to three conditions.
The conditions are: the parties entering into a scheme implementation agreement containing terms acceptable to all parties; an independent expert concluding the revised proposal is in the best interests of Goodman shareholders; and no superior proposal emerging.
Goodman has also agreed to provide Wilmar and First Pacific with non-exclusive access to due diligence over a short and focused period of about four weeks. Details are yet to be agreed.
Goodman chairman Steve Gregg said in a statement the revised proposal gave maximum value to shareholders.
''Since the initial approach, the board has been focused on generating the best outcome which maximised value for our shareholders. In the absence of a superior proposal, and subject to various other conditions, we believe this revised proposal is consistent with that objective.''
The revised proposal also demonstrated the strength of the company's underlying business and brands but also the opportunity to leverage those assets to grow the business across Asia, he said.
Australian analysts said, with the stock opening at A69c, there was little room for investors to profit now unless they believed a competing bid for the company would emerge. Given the share price has been underperforming for years, other interested parties have had plenty of opportunities already to step up and make a play for Goodman Fielder.
It was time for investors to move on from Goodman Fielder as better and more profitable opportunities were available, the analysts said.
Goodman Fielder brands in New Zealand include: Vogel's Quality Bakers, Edmonds, Chesdale, Meadowlea and Puhoi Valley.