Announcement • Oct 03
Olam Out of Namoi Cotton Race After Rival's Higher Bid Singapore's Olam Agri Holdings Pte Ltd. has pulled out of the race to acquire Australia's largest ginning business Namoi Cotton Limited (ASX:NAM) following a knockout offer from rival bidder Louis Dreyfus Company LLC. Louis Dreyfus increased its offer price to 77c per share on October 1, 2024, valuing Namoi at more than $158 million, and trumping Olam's latest 75c bid, which remained subject to Australian Competition & Consumer Commission and Foreign Investment Review Board approvals. Olam responded with a statement to the Australian Securities Exchange, confirming it would not extend its offer beyond the current close date of October 8, meaning Namoi shareholders who had accepted its proposal would instead retain ownership of their shares after their offer lapsed. Olam Agri Australia country head Ashish Govil said the company, and its subsidiary Queensland Cotton, would remain an "integral participant" in the Australian cotton industry. The company retains an 8.24% stake in Namoi. "We hope that our interest in acquiring Namoi Cotton is seen as a testament to Olam Agri's willingness to invest in the Australian agriculture industry," Mr. Govil said. "The proposed acquisition led to a robust and competitive process for Namoi Cotton, allowing the company to realise a full and fair valuation for the benefit of all shareholders". "We thank the Namoi Cotton board, shareholders and all stakeholders who have been supportive of Olam Agri throughout this period". "Olam Agri strives to continuously improve the efficiency and commercial viability of Australian cotton growing, ginning and merchandising. We remain committed to the Australian agriculture landscape with further growth plans to transform food, feed and fibre for a more sustainable future." Olam and Louis Dreyfus, both major players in the Australian cotton industry, have been locked in a battle for Namoi since January. However by October 1, 2024, Louis Dreyfus had amassed a 47.66% stake in the company, after securing the backing of major shareholder, Samuel Terry Asset Management, with its latest unconditional bid. The Dutch agricultural group is seeking a bigger foothold in Australia, the world's sixth-largest cotton producer. It has been urging shareholders to back its bid on the basis that it had already secured approvals from the ACCC and FIRB. "Olam's offer is still conditional, subject to regulatory approvals and subject to receiving acceptances of at least 50% in circumstances where LDC has a relevant interest in 47.66% of Namoi," Louis Dreyfus said in its fifth supplementary bidder's statement on October 1, 2024. The ACCC was due to hand down its decision on Olam's buyout proposal on October 31, but had previously flagged concerns that the deal would reduce competition in cotton ginning services in the Lower Namoi Valley in NSW. Olam Agri and Namoi both provide cotton ginning, cotton lint classing, logistics and warehousing services. Olam Agri and Namoi also engage in the acquisition and marketing of cotton lint and cottonseed. Louis Dreyfus increased its offer to 68c late on Monday, and advised shareholders that it would lift the price to 77c on the backing of Samuel Terry Asset Management. Announcement • Sep 13
Louis Dreyfus Company Asia Pte. Ltd. cancelled the acquisition of remaining 83.01% stake in Namoi Cotton Limited (ASX:NAM) from Samuel Terry Asset Management Pty Ltd and others. Louis Dreyfus Company Asia Pte. Ltd. made an offer to acquire remaining 83.01% stake in Namoi Cotton Limited (ASX:NAM) from Samuel Terry Asset Management Pty Ltd and others for approximately AUD 110 million on November 28, 2023. Louis Dreyfus Company Asia Pte. Ltd. signed an agreement to acquire remaining 83% stake in Namoi Cotton Limited (ASX:NAM) from Samuel Terry Asset Management Pty Ltd and others for AUD0.51 per share on January 19, 2024. The NBIO is subject to a number of conditions, including completion of confirmatory due diligence to the satisfaction of LDC; and entry into a Scheme Implementation Agreement (‘SIA’) that will be subject to a range of conditions, including regulatory approvals (Australian Competition and Consumer Commission, Foreign Investment Review Board and Australian Securities and Investment Commission) and Namoi shareholder approval at a Scheme meeting. Louis Dreyfus Company Asia Pte. Ltd. cancelled the acquisition of remaining 83% stake in Namoi Cotton Limited (ASX:NAM) from Samuel Terry Asset Management Pty Ltd and others on April 29, 2024. As of April 30, 2024, Louis Dreyfus Company increased the offer price to AUD 0.6 to acquire remaining 83.01%. As of May 6, 2024, Louis Dreyfus Company increased the offer price to AUD 0.67. As of August 1, 2024, ACCC Clearance has been fulfilled. The transaction is expected to close on August 13, 2024. As on August 16, 2024, LDC is pleased to advise it has extended the closing date of the Offer to 30 August 2024. As on August 30, 2024, LDC has extended the closing date offer to 13 September 2024. As on September 4, 2024 Offer has now become Unconditional.
Blackpeak Capital is acting as financial advisor to Namoi. KWM is acting as legal advisor to Namoi. Arnold Bloch Leibler acted as legal advisor, UBS Securities Australia Ltd acted as financial advisor and Computershare Investor Services Pty Limited acted as registrar to Louis Dreyfus Company.
Louis Dreyfus Company Asia Pte. Ltd. cancelled the acquisition of remaining 83.01% stake in Namoi Cotton Limited (ASX:NAM) from Samuel Terry Asset Management Pty Ltd and others on September 13, 2024. Announcement • Sep 11
Olam Agri Holdings Pte Ltd. cancelled the acquisition of Namoi Cotton Limited (ASX:NAM) from Samuel Terry Absolute Return Group fund managed by Samuel Terry Asset Management Pty Ltd and others. Olam Agri Holdings Pte Ltd. made an non-binding indicative and conditional offer to acquire Namoi Cotton Limited (ASX:NAM) from Samuel Terry Absolute Return Group fund managed by Samuel Terry Asset Management Pty Ltd and others for approximately AUD 140 million on March 20, 2024. Buyer agreed to pay AUD 0.59 per share and a permitted special dividend of AUD 0.01 per Namoi Share to be paid to Namoi shareholders on a dividend record date prior to implementation of the Proposed Scheme. Olam Agri Holdings made an off-market takeover offer at AUD 0.66 cash per Namoi Share subject to obtaining a relevant interest in at least 50.1% of the Namoi Shares. Olam Agri Holdings Pte Ltd. increased its takeover offer for Namoi to AUD 0.70 per share. Olam proposes to finance the Proposed Transaction (approximately AUD 122 million) from a combination of existing cash reserves and external debt funding. Transaction is subject to FIRB and ACCC approval. As of May 16, 2024 as per bidder's statement the recommendation was to accept the cash offer of Olam Agri Holdings. As of May 31, 2024, board of Namoi Cotton unanimously recommend that Namoi shareholders accept the Olam Offer. As of announcement on July 12, 2024, the completion is extended to 2 August 2024. As of announcement on August 1, 2024, the completion is extended to August 13, 2024. As of announcement on August 1, 2024, the completion is extended to September 10, 2024. As of announcement on September 3, 2024, the completion is extended to October 8, 2024.
Blackpeak Capital is acting as financial advisor to Namoi. KWM is acting as legal advisor to Namoi. Baker McKenzie is acting as legal advisor to Olam Agri Holdings Pte Ltd. Rothschild Australia Limited as financial advisor to Olam Agri Holdings. Computershare Investor Services Pty Limited acted as registrar.
Olam Agri Holdings Pte Ltd. cancelled the acquisition of Namoi Cotton Limited (ASX:NAM) from Samuel Terry Absolute Return Group fund managed by Samuel Terry Asset Management Pty Ltd and others on September 11, 2024. 
