* Wilmar, First Pacific increase offer to A$0.70/shr
* Goodman had rejected initial approach as opportunistic
* Goodman shares close at A$0.67, above initial offer price
* Goodman selling NZ dairy business - document
(Adds Wilmar comments from exchange filing; changes dateline)
By Rujun Shen and Lincoln Feast
SINGAPORE/SYDNEY, May 15 Wilmar International
and First Pacific Co have sweetened a deal
to take over Goodman Fielder Ltd, after the Australian
food firm rejected the initial bid as too low last month.
Wilmar and First Pacific raised their bid from A$0.65 to
A$0.70 per share, lifting the size of the deal from A$1.3
billion ($1.22 billion) to A$1.37 billion, a Wilmar statement
said, confirming an earlier media report.
"The Company (Wilmar) and First Pacific will not increase
the price further in the absence of a competing proposal,"
Wilmar said in the statement, adding that the two companies has
given the board of Goodman Fielder until 8 p.m. on May 16,
Melbourne time, to support the revised bid.
The higher price represents a premium of about 33 percent
over Goldman Fielder's closing price of A$0.525 per share on
April 23, the statement said. Goodman Fielder shares closed at
A$0.672 on Thursday.
Last month, Goodman rejected the $1.2 billion takeover bid
from Wilmar and First Pacific as too low, fuelling expectations
of a higher or rival bid.
Goodman sought a trading halt until May 19 while it
considered the potential "change of control transaction".
Australian and New Zealand food assets such as Goodman
Fielder have become increasingly attractive to offshore
investors, as the countries position themselves to provide for
Asia's rapidly growing middle-class.
A deal would bring the maker of Country Life bread and
Meadow Lea margarine under the wing of a palm oil and sugar
giant that wants to create a leading Asia-Pacific agriculture
and consumer staples company, and which could capitalise on
Wilmar's strong distribution channels in China.
Wilmar already owns a 10.1 percent stake in Goodman Fielder,
and is the company's third-largest shareholder.
First Pacific had entered into conditional agreements with
Goodman Fielder's two largest Shareholders, Perpetual Investment
Management Ltd and Ellerston Capital Ltd, to acquire 4.8 percent
of Goodman Fielder shares, at A$0.70.
The conditional agreements also entitle First Pacific to
acquire an additional 5 percent of Goodman Fielder shares at
A$0.70. The conditions include the approval from the Australian
Foreign Investment Review Board.
Singapore-based Wilmar is the world's largest palm oil
processor, and First Pacific is headed by Indonesian tycoon
Anthoni Salim whose Salim Group businesses include Indofood
Sukses Makmur Tbk (Indofood), one of the world's largest instant
GOODMAN FIELDER SELLING NZ DAIRY BUSINESS
Goodman described the initial bid as "opportunistic" and
sought to fend off the approach by pressing ahead with earlier
plans to sell its New Zealand dairy business.
"Dairy is a highly valued business for (Goodman Fielder)
given the unique platform it provides to access the strong
demand growth in Asia for high quality, branded dairy products,"
Goodman's bankers Credit Suisse said in an offer document
obtained by Reuters.
"While (Goodman Fielder) is willing to continue pursuing
this opportunity alone, it considers that exploitation of the
opportunity could be accelerated via capital and expertise
provided by a partner."
Wilmar said earlier that it would not be interested in
pursuing the deal if Goodman Fielder sold off its dairy
Goodman cut its earnings guidance for 2014 by as much as 15
percent, saying that trading conditions had deteriorated and
that planned measures to save on manufacturing and supply chain
costs had been delayed.
Wilmar and First Pacific have appointed Bank of America
Merrill Lynch and UBS as advisers.
($1 = 1.0671 Australian Dollars)
(Reporting by Rujun Shen; editing by Susan Thomas)