Home / Merger would put BCL and WCB on World Stage

Merger would put BCL and WCB on World Stage

Merger would put Bega Cheese and Warrnambool Cheese and Butter on World Stage

Bega Cheese Limited (“Bega Cheese”) has announced a much anticipated takeover offer for Warrnambool
Cheese and Butter Factory Company Holdings Limited (“WCB”). Bega Cheese already owns 18% of WCB.

Highlights of the Offer are:

  • 1.2 Bega Cheese shares and $2.00 cash for every WCB share.
  • Values WCB shares at $5.78 per share and WCB itself at $319 million.
  • 30% premium to the volume weighted average WCB share price over the past month.
  • Estimated potential synergies of $7.5m per annum.
  • If a successful merger is achieved, Bega Cheese will have a market capitalisation of circa $650 million.

The offer is 28% above yesterday’s WCB closing share price. A shareholder who owns 10,000 WCB shares
will receive 12,000 Bega Cheese shares plus $20,000 cash under the offer.

When combined, Bega Cheese, Tatura Milk and Warrnambool Cheese and Butter would create a business
operating over seven sites, producing 353,000 tonnes of dairy products, generating revenues of $1.5 billion
from customers in Australia and around the world, processing approximately 1.6 billion litres of milk from
approximately 1,000 Australian dairy farmers (many of whom are shareholders) and employing
approximately 2,000 people in regional Victoria and New South Wales.

Mr Barry Irvin, Bega Cheese Executive Chairman said “Bega Cheese’s history and performance over the last
decade is an example of what can be achieved if the right strategy and skills are adopted. From small
beginnings Bega Cheese has become the largest cheese cutting and packaging company in Australasia and
in FY13 its sales exceeded $1 billion. It operates five factories across Victoria and NSW which manufacture
cheddar, mozzarella and processed cheese, infant formula, milk and whey protein concentrate, cream
cheese, butter, milk powders and neutraceuticals”.

Mr Irvin went on to say that “Bega Cheese currently exports its products to over 40 countries around the
world. Combining Bega Cheese and Warrnambool Cheese and Butter will see a company formed that has
greater global reach, customers and product range and financial strength that will be able to take its place
on the world stage. The focus will be on creating value for customers and at the same time delivering
improved returns to dairy farmer suppliers and shareholders”.

Mr Irvin said he wanted to emphasise that Bega Cheese “recognises the significant role that businesses like
Bega Cheese, Tatura Milk and Warrnambool Cheese and Butter play in their local communities and with
their dairy farmer suppliers. As was the case with Tatura Milk, Bega Cheese intends to complete this merger
in a way that ensures it would retain the Warrnambool Cheese and Butter name, a Warrnambool Cheese
and Butter Board, the Warrnambool Cheese and Butter operating sites and the Warrnambool, Sungold and
Great Ocean Road brands.

If the merger is successful, Bega Cheese will invite a number of existing WCB directors to remain on the
WCB Board to ensure a seamless transition and representation for Warrnambool suppliers. Bega Cheese
says it will apply Bega Cheese’s policy of always endeavouring to be a leading manufacturing milk pay-rate
company and being the company of choice for dairy farmer suppliers”.

Bega Cheese, Tatura Milk and Warrnambool Cheese and Butter have shared values and 100 year histories
steeped in their local communities. The origins of each company comes out of a vision to source and
process milk from local dairy farmers to produce and deliver quality dairy products to local and
international markets.

Bega Cheese and Warrnambool Cheese and Butter still have a large number of shareholders who are dairy
farmers, or have roots in dairy farming communities, and each have constitutions that recognise the
importance of dairy farmer representation on their boards. While both companies value their heritage,
each has also looked to the future in terms of corporate structure and invited investment from other
shareholders who recognise the opportunity that exists to provide capital to create value and respond to
the growing global demand for quality dairy products.

Mr Aidan Coleman, Bega Cheese CEO said “combining Bega Cheese, Tatura Milk and Warrnambool Cheese
and Butter will create an Australian dairy company with significant market presence in a number of key
dairy platforms. Bringing together capacities and capabilities, creating efficiencies and value while retaining
the knowledge and heritage of each business is something that all shareholders can look forward to”.

September 12, 2013
For further information please contact:
Barry Irvin Executive Chairman
02 6491 7720

David Williams
Managing Director
Kidder Williams Ltd

0414 383 593