Macquarie, Roc PE battle for Vitalharvest continues, ‘poison pill’ option in vote

Macquarie has announced a “poison pill” if Roc Private Equity ends up putting a scheme of arrangement to Vitalharvest unitholders.

Macquarie Agricultural Funds Management has matched Roc Private Equity’s latest bid for citrus and berry producer but carries a “poison pill” against any high bid by the challenger.

Macquarie Agricultural Funds Management has matched Roc Private Equity’s recent bid for citrus and berry farm owner Vitalharvest of $1.33 a unit or $357.35 million for the company’s assets.

But it has also sent a message to Vitalharvest that even if Roc PE ends up with the highest bid, MAFM would use its current 20.9 per cent holding in the takeover target in an attempt to scuttle any vote on Roc’s scheme of arrangement put to unitholders.

Roc’s $357.35 million offer for the assets of Vitalharvest is equivalent to $1.31 a unit.

A scheme of arrangement required a 75 per cent vote by unitholders to pass but a source close to Roc PE said a vote on selling the assets only needed a vote of 50 per cent plus one.

A 20.9 per cent holding opposing a scheme would almost certainly kill off a winning bid by Roc PE to acquire the units of Vitalharvest but might not be enough to thwart a ballot to sell the company’s assets.

That would mean Macquarie’s gambit could see Vitalharvest unitholders — and indeed itself — receive less from a winning Roc PE offer to buy the assets of the takeover target rather than the whole company.

The Vitalharvest Responsible Entity board said it was reviewing both Roc’s ninth offer and MAFM’s 10th offer to determine whether they were superior bids.

“VTH unitholders do not need to take any action at this time,” the board said.

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