'Australians will be uneasy': FIRB challenge looms for $1.5b milk takeover

A $1.5 billion bid for the Australian organic infant formula company Bellamy's by Chinese dairy giant China Mengniu Dairy Company is shaping as a fresh test of the government's stance on foreign ownership, against a backdrop of deepening trade tensions.

Tasmania-based Bellamy's has entered into an agreement with China Mengniu Dairy Company, which is listed in Hong Kong and has a market capitalisation of about $25 billion. Chinese government-owned Cofco is a substantial shareholder in China Mengniu Dairy Company, owning about 16.2 per cent of its shares.

The deal would need approval from Bellamy's shareholders, the NSW Supreme Court and Foreign Investment Review Board (FIRB).

Tasmanian independent federal MP Andrew Wilkie said FIRB would need to undertake "a very stringent assessment of whether or not the public interest is served by the (Bellamy's) sale going through".

"Many Australians will be uneasy with this sale for all sorts of reasons, and it's important that the FIRB be seen to act quickly and competently and be prepared to stop it if need be," he said.

The FIRB and the federal government's attitude towards foreign investment has faced intense scrutiny in recent years, with some people concerned about foreign purchases of Australian farms and businesses.

In 2016 Chinese businessman Xianfeng Lu bought a dairy business known as Van Diemen's Land Company for $280 million, after the deal was approved by FIRB.

Federal Agriculture Minister Bridget McKenzie said, through a spokeswoman, that investment in agriculture was important for growth and innovation.

"Foreign investment in agriculture and agribusiness is welcome, as long as it is in our national interest," the spokesperson said.

Bellamy's deputy chairman John Murphy said the FIRB process had a long way to run. "We're having full engagement, we're cooperating...we're feeling very positive," he said.

Bellamy's is a leading Australian brand with a proud Tasmanian heritage and track record of supplying high quality organic products.

Jeffrey Minfang Lu, chief executive of Mengnui

Bellamy's is also still awaiting approval from the Chinese government to sell its organic infant formula in retail stores more than 20 months after it lodged its application.

The delay has hurt Bellamy's ambitions in the world's biggest infant formula market and was a key reason why the company recently scrapped a goal to hit $500 million annual revenue by 2021-22.

Shareholders in Bellamy's would be paid $13.25 per share under the deal representing a 59 per cent premium to last week's closing price of $8.32.

This includes $12.65 per share to be paid by Mengniu, as well as a 60 cents per share fully franked special dividend to be paid by Bellamy's. If the deal goes ahead it is expected to be completed by year's end.

Andrew Cohen, CEO of Bellamy’s Organic.Credit: Paul Jeffers

Bellamy's chief executive Andrew Cohen said the $1.5 billion offer from Mengniu would not "change the likelihood" of Bellamy's receiving Chinese approval.

He said Bellamy's had faced a challenging regulatory environment in China in recent years, but stressed he was confident Bellamy's would get SAMR approval.

"I don't think this owner would change the likelihood of achieving that licence, or when it would be achieved. I would note that there are many people waiting for their licences, including many significant Chinese businesses, both abroad but also in Australia," he said.

"So I'm not sure that this would either fast forward the process or sort of guarantee any kind of licences. And so I'm not sure that is the rationale for the deal."

Mr Cohen said the company's internal valuation included gaining a China licence and the offer was "evaluated against" that.

Shares in Bellamy's soared 54.9 per cent on the takeover news to close at $12.89. Morgans analyst Belinda Moore said the offer was "somewhat opportunistic" given Bellamy's earnings were depressed and it did not have the Chinese approval, adding it could spark interest from other possible suitors.

"Corporate activity was always the upside risk for Bellamy's. We think Mengniu has offered shareholders a very attractive price, especially given SAMR approval remains uncertain," she said.

Mr Cohen described the offer as a "fair" deal for Bellamy's shareholders, while Mr Murphy said it was "compelling".

Mengniu made the approach to Bellamy's months ago, with talks becoming very serious in the past two or three weeks.

Bellamy's directors have unanimously backed the deal, urging shareholders to support it.

Mengniu chief executive Jeffrey Minfang Lu said his company wanted to lift Bellamy's sales.

"Bellamy's is a leading Australian brand with a proud Tasmanian heritage and track record of supplying high quality organic products to Australian mums and dads. This leading organic brand position and Bellamy's local operation and supply-chain are critical to Mengniu," he said.

The proposed deal comes less than three weeks after Bellamy's reported its full year results, with the company's full year profit almost halving to $21.7 million.

A Tasmanian government spokesman said investment was welcome in Tasmania and it would engage with Mengniu to get a better understanding of the proposed deal.

"The government's number one priority is jobs and we look forward to hearing the plans Mengniu has to grow and invest in Tasmania."