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Warrnambool Cheese And Butter Factory Co Holdings Ltd's Directors Unanimously Recommend Saputo Inc Offer

Monday, 7 Oct 2013 05:15pm EDT 

Warrnambool Cheese And Butter Factory Co Holdings Ltd (WCB) announced that it has entered into a Bid Implementation Deed with Saputo Inc (Saputo) for a recommended off-market takeover offer by Saputo to acquire all of the shares of WCB for $7.00 cash per share (Offer). The Board of Warrnambool Cheese and Butter Factory Company Holdings Limited unanimously recommends shareholders accept Saputo's Offer, in the absence of a superior proposal. Highlights of Saputo's Offer for WCB shareholders: Recommended Offer of $7.00 cash per WCB share, valuing WCB at $392.7 million on a fully diluted basis; Saputo's Offer gives WCB the discretion to pay two fully franked special dividends of up to $1.31 per share in aggregate. Any special dividends would be deducted from the Offer price of $7.00 cash per share payable by Saputo: If Saputo obtains an interest in at least 50.1% of WCB shares, WCB may pay an initial special dividend of up to $0.46 per share; and If Saputo obtains an interest in at least 90% of WCB shares, WCB may pay a subsequent special dividend of $0.85 per share; If either or both special dividends are paid, some WCB shareholders may also derive additional value above $7.00 from the franking credits attached to those special dividends. The value from these franking credits will be up to $0.56 per share for some WCB shareholders if both special dividends are paid. Importantly, the value of franking credits varies depending on the tax position of individual WCB shareholders.