Macquarie in pole position after raising offer for Vitalharvest
Macquarie’s real estate arm is back in prime position to take over the ASX-listed Vitalharvest Freehold Trust after raising its binding offer to $1.08 per unit – or just under $200 million – from a previous $1 per unit made in November.
The higher offer matches a non-binding and as-yet unfunded offer from Sydney-based private equity firm Roc Partners made in late February that lifted Vitalharvest’s share price to $1.075¢ and created a two-way tussle for the Primewest-managed trust, which owns a $300 million portfolio of citrus and berry orchards leased to ASX-listed fruit and veg giant Costa Group,
Macquarie Infrastructure and Real Assets (MIRA) also lifted its alternative proposal – should unitholders reject its takeover via scheme bid – to acquire all Vitalharvest’s assets from $300 million to $314.8 million, matching Roc’s alternative offer.
Unitholders will also receive a 2.5¢ per unit distribution from rent received for the half year ended December 31, taking their total payout to $1.105 per unit should they vote in favour of the MIRA offer.
With a unitholders’ meeting expected later this month, the pressure is on Roc Partners to lift its own offer for Vitalharvest and secure the funding to make it binding and unconditional.
Even if it can do that, MIRA still has matching rights, meaning it would have five business days to match or exceed any Roc offer before it became binding.
Perpetual’s The Trust Company, the responsible entity of Vitalharvest, said the higher MIRA offer was likely to provide “an equivalent or superior outcome”than Roc Private Equity’s non-binding, conditional proposal. It unanimously recommended Vitalharvest unitholders vote in favour of it.
The Trust Company added that its engagement on the Roc proposal “has ceased”.
A MIRA spokesman said its latest proposal delivered “compelling value to Vitalharvest unitholders”.
“Our proposal is fully funded, ready to implement, recommended by the responsible entity and Independent Expert and has the support of both the manager and the trust’s sole tenant. We look forward to the proposal being put to Vitalharvest investors in the near future,” he said.
A comment was sought from Roc Partners.
A scheme proposal takeover requires the support of at least 75 per cent of voting unitholders, while an asset sale requires the support of just over 50 per cent of unitholders.
The tussle for Vitalharvest highlights the level of corporate appetite in the market for securely leased farmland assets. MIRA is one of the world’s biggest alternative asset managers while Roc Partners has investments in a number of agricultural enterprises including wagyu producer Stone Axe Pastoral.
