Ranks bid to get vetting in U.S.

Press, 17 May 1989, Page 33

Ranks bid to get vetting in U.S.

By lAN THOMAS of AAP in Sydney The food conglomerate Ranks Hovis McDougall Pic’s sAust3.l billion take-over scheme for Goodman Fielder Wattie faces scrutiny under the same United States anti-trust laws which stymied the massive Minorco bid for Consolidated Goldfields Pic.

RHM revealed in its Part A statement that it has begun filing details of the 271 c per share cash offer or scrip alternative to the anti-trust division of the United States Department of Justice and the Federal Trade Commission. The British-based group was required to do so because of its American operations, which produce a wide range of preserves and other food products through several subsidiaries managed by RHM Holdings (U.S.A.) Inc. But Mr Tim Howden, the deputy managing director of Ranks, said he expected the investigation would be "just a formality” and permission would be given without any material effect on the takeover proposals. "I know what happened with Minorco, but competititon is not an issue in this case and the anti-trust laws should be satisfied,” Mr Howden said.

Goodman has been warned it may also have to provide information to the American authorities, according to RHM’s bulky Part A document. In the Minorco situation, the sAust7.s2B target ConsGold, which owns 49 per cent of Australian mineral sands and titanium producer Renison Goldfields Consolidated, and its United States associate Newmont Mining Corporation Inc. took legal action under the anti-trust legislation. A New York Court supported the action, effectively blocking the South African giant, Minorco, from buying more Cons Gold shares. A final ruling is due to be announced by the Judge later this week. The anti-trust hurdle on the other side of the Pacific is just one in a complex tangle of regulatory barriers standing in the way of a merger between Ranks and Goodman. While the two companies

continue haggling over the deal, RHM has already set the wheels in motion to overcome the maze of officialdom. • RHM, as a foreign company, has applied to the Treasurer, Mr Keating, to approve the acquisition of GFW shares. He is waiting for recommendations from the Foreign Take-over Review Board on the question of whether the take-over would conflict with national interest. • Discussions have been held with the Australian Trade Practices Commission, which is examining the offers. Ranks said it expects no difficulties. • RHM has also had preliminary talks with the New Zealand Commerce Commission, although it believes the NZCC does not have legal jurisdiction over the takeover scheme. • Applications have been made by the company for its listing and the quotation of ordinary shares on the Australian and New Zealand

stock exchanges to ensure all GFW shareholders outside Australia qualify for the scrip offer. • The London Stock Exchange has been asked to list additional RHM shares issued under the offers — a request which is not automatically granted. Under the British Companies Act and London Stock Exchange listing rules, the offers and the issue of RHM shares will have to be given the go-ahead by RHM shareholders. Mr Howden said an extraordinary general meeting, at which GFW would have almost 30 per cent of voting rights through its holding in Ranks, would probably be held in the first week of June’. If the take-over scheme succeeds, the Part A statement said, RHM planned to review all of the businesses and assets of GFW ii Talks on the merger were continuing yesterday, said Mr Howden.