Baltins, Rattrays to merge

Press, 3 February 1982, Page 18

Baltins, Rattrays to merge

Two major South Island based companies plan to merge: . the directors of Balliris industries, Ltd, and J. .Rattray and Son,-Ltd; yesterday reached agreement to a 'merger proposal. In , a joint statement' the chairman, Mr W. Wilson for Ballins and Mr A. W. Barnett for Rattrays, announce • that recent discussions between the companies have led to positive conclusions that additional benefits will accrue to both shareholders and staff from a merger of these two established and successful companies. It will be recommended that the merger be achieved by the issue of Ballins ordinary shares for the total issued capital of Rattrays. The announcement follows a “don’t sell” notice issued by Rattrays to the Stock Exchange last Thursday.

There will be no staff redundancies because of the merger. The basic terms of the issue, which should be mailed to Rattray shareholders on February 19 are as follows:— Eleven Ballins ordinary shares plus 125 c cash for

every five Rattray ordinary shares. Pro-, vided full acceptance of all conditions is achieved then Rattray ordinary shareholders will also receive an 8 per cent tax-free distribution in April in lieu of their normal interim dividend. Two Ballins ordinary shares plus 10c cash for each .Rattray convertible • specified preference share.

Based on Monday’s closing prices, the merger terms value Rattray shares at 359 c each, and the company at almost $10.5 million. On Monday the closing quotations for Rattray were: buy 300 c, sell 400 c. The shares in Ballins to be alloted as part of the consideration will not qualify for the final dividend payable in the ordinary course in August for the year ending March 31, 1982, but will rank in full for the interim dividend payable in the ordinary course in January next year for the half year ending September 30, 1982, and will rank in all other respects equally with the ordinary shares of Ballins on issue at the date of this offer. In addition, the shares will not qualify for the bonus issue of ordinary shares approved by the shareholders of Ballins at an extraordinary general meeting held yesterday. Mr Barnett said, “After investigations and long discussions, and after consideration of all the implications, the Rattray board has unanimously agreed to support the proposal, and is recommending acceptance to all shareholders.” He added, “Our company has been very strong in grocery distribution in the South Island over many years and has recently expanded into other related fields. We are pleased to be joining forces with Ballins, and are confident that additional benefits to all — our

customers, our shareholders and our staff — will result from this move.” Ballins’s chairman (Mr Wilson) said, “The merger can be regarded as a diversification for both groups. From Ballins point of view it consolidates our move into food activities after our acquisition . of Tauranga Fruit Processors, Ltd, Chicken Spot, and the Skychef Catering companies. The combined talents in wholesaling and retailing, as fundamental disciplines, should lead to exciting developments in all areas of activity for the enlarged company.”