Archive | Foodland

NZ supermarkets boost FAL results to the end

Published 17 September 2005


Foodland Associated Ltd improved its net profit after tax by 7.8% in the 52 weeks to 31 July, then cut the return with $19.6 million spent on breakup costs.



The Perth-based retailer, owner of the Progressive Enterprises Ltd supermarket business in New Zealand, made $A113.7 million, falling to $A95.3 million once unusuals were taken off. The $A95.3 million result was 33.2% down on the previous year.


Earnings/share from continuing operations before unusuals & goodwill amortisation rose from A126.85c to A134.74c. Unadjusted basic earnings/share fell 33.6%, from A121.98c to A81.02c


Group ebita before unusuals, at $A250.5 million, was in line with FAL’s target’s statement and $A2.7 million above the previous year’s. Progressive supermarket ebita rose 8.6%.


Sales from continuing operations rose 7.6% to $A6.3 billion.


New Zealand supermarket sales rose 8.5% to $A3.6 billion. Sales to the franchise & supply division’s New Zealand banner franchise groups, Fresh Choice & SuperValue, rose 18.9% to $A277.6 million, lifting ebita by 16.8%. Total New Zealand operating revenue rose 6% to $A4.15 billion.


New Zealand supermarket earnings for the year rose by $A10.3 million, or 7%, to $A159.3 million. For the 2nd half, earnings rose $A6.5 million to $A82.2 million.


The New Zealand supermarket business was valued at $A997.7 million, down $A8.3 million, and the whole New Zealand business at $A1.088 billion, down $A114.6 million.


Related story today: FAL carve-up goes to 2 November vote



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FAL carve-up goes to 2 November vote

Published 17 September 2005


Foodland Associated Ltd shareholders will meet in Perth on Wednesday 2 November to decide the fate of their company.



2 schemes of arrangement will be put to them at a meeting at the Burswood casino – one to sell the New Zealand operations plus some Australian assets (20 Action supermarkets & 2 supermarket development sites) to Woolworths Ltd of Australia, the other to sell the rest of the Australian operations to Metcash Trading Ltd.


The acquisitions will be conditional on a demerger (splitting the New Zealand & Australian operations) being approved, but the demerger isn’t conditional on the subsequent acquisitions being approved.


The schemes require support from 50% of shareholders by number, 75% by value. Assuming approval the changes should proceed in December.


Related stories:


17 September 2005: NZ supermarkets boost FAL results to the end


25 May 2005: Woolworths to pay $2.4 billion for Progressive


4 May 2005: Metcash lifts FAL scrip offer by 31%


2 March 2005: Suddenly FAL produces a demerger plan, while Grant Samuel finds Metcash undervalues its target


24 January 2005: Metcash puts $NZ2.17 billion midpoint enterprise value on FAL NZ


6 December 2004: Metcash proposes Foodland breakup with ASX listing for NZ business


 


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Woolworths to pay $2.4 billion for Progressive

Published: 25 May 2005


Woolworths Ltd of Australia will buy the Progressive Enterprises Ltd supermarket chain in New Zealand in a split agreed with current owner Foodland Associated Ltd & takeover bidder Metcash Ltd.



Woolworths will buy the New Zealand business, which Metcash had wanted to split off to a separately listed company owned by existing FAL shareholders, and will also buy 19 of FAL’s Action stores & 3 Action development sites in Australia for an enterprise of about $A2.5 billion.


Metcash will get the rest of Foodland’s Australian business. The deal will be done through a managed demerger of Foodland & simultaneous sale of the separated parts by schemes of arrangement, with the offer sent out in July, shareholder meetings in August.


Taking off the $270 million which Metcash has subtracted for the 22 Action properties now going to Woolworths, the enterprise value of the New Zealand business being acquired by Woolworths is $A2.23 billion – $NZ2.38 billion.


That’s at the low end of the $NZ2.4-2.6 billion enterprise value range put on the New Zealand business by independent report writer Grant Samuel Pty Ltd in March, which represented multiples of 12.8-13.9 times projected ebita for the year to July 2005. Grant Samuel said then: “These are relatively high multiples, reflecting a judgment that the business would be extremely attractive to both Coles & Woolworths [Australia].”


The deal puts the Woolworths back into a supermarket business which Progressive had been busily taking out since it bought the Woolworths NZ chain from Dairy Farm International Ltd of Hong Kong for $690 million in 2002. Progressive preferred its own Foodtown & Countdown supermarket brands.


Woolworths chief executive Roger Corbett immediately sounded a warning for The Warehouse, which has looked at expanding its retail offerings: “….. Foodland also provides an attractive platform for future growth opportunities in New Zealand, including general merchandise & liquor,” he said today.


Coles Myer Ltd, the other big Australian retailer expected to have wanted in on the action, said today it wasn’t interested in buying any Foodland assets at current prices.


Chief executive John Fletcher said Coles Myer “examined the opportunity but made the assessment that an acquisition at current market values was not in the best interests of shareholders.”


Woolworths Australia & Metcash will both offer Foodland shareholders scrip & cash alternatives. Woolworths has put caps of an 81.6 million share pool & $A1.25 billion in cash on the 2 components of its offer. The Metcash offer for the Australian business is now $A780 million cash, $A859 in shares, including $A43 million of surplus cash & contingencies. Those prices equate to $A6.61 & $7.29/FAL share.


Websites: Foodland


Metcash


Woolworths corporate


 


Earlier stories:


23 May 2005: Metcash-FAL statement due


13 May 2005: Metcash & Foodland in talks, agreement expected


4 May 2005: Metcash lifts FAL scrip offer by 31%


2 March 2005: Suddenly FAL produces a demerger plan, while Grant Samuel finds Metcash undervalues its target


14 February 2005: Metcash starts reorganisation process


24 January 2005: Metcash puts $NZ2.17 billion midpoint enterprise value on FAL NZ


6 December 2004: Metcash proposes Foodland breakup with ASX listing for NZ business


13 June 2002: Woolworths buy to cost Progressive $690 million


 


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Metcash-FAL statement due

Published: 23 May 2005


Metcash Ltd had only 0.13% of Foodland Associated Ltd shares when it extended its takeover bid on Friday to Saturday 4 June, but negotiations have been continuing.


 


Trading in Metcash & Foodland securities was halted this morning with an announcement due out on Tuesday.


 


Metcash’s proposed takeover would result in Foodland’s New Zealand supermarket business, operated by Progressive Enterprises Ltd, being floated as a separate company.


 


Earlier stories:


13 May 2005: Metcash & Foodland in talks, agreement expected


4 May 2005: Metcash lifts FAL scrip offer by 31%


2 March 2005: Suddenly FAL produces a demerger plan, while Grant Samuel finds Metcash undervalues its target


24 January 2005: Metcash puts $NZ2.17 billion midpoint enterprise value on FAL NZ


6 December 2004: Metcash proposes Foodland breakup with ASX listing for NZ business


 


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Metcash & Foodland in talks, agreement expected

Published: 13 May 2005


Metcash Trading Ltd extended its takeover for Foodland Associated Ltd by a week today and said constructive discussions with Foodland in the past week should lead to agreement in principle on a new structure.


The offer has been extended to Saturday 28 May. Metcash’s bid involves splitting the Progressive Enterprises Ltd supermarkets business in New Zealand off to a separately listed entity.


Metcash chief executive Andrew Reiger said the discussions with Foodland “have focussed on progressing Metcash’s current offer as well as considering other structural alternatives. Metcash anticipates these discussions will lead to agreement in principle over the coming week.”


Websites: Foodland


Metcash


 


Earlier stories:


4 May 2005: Metcash lifts FAL scrip offer by 31%


2 March 2005: Suddenly FAL produces a demerger plan, while Grant Samuel finds Metcash undervalues its target


14 February 2005: Metcash starts reorganisation process


24 January 2005: Metcash puts $NZ2.17 billion midpoint enterprise value on FAL NZ


6 December 2004: Metcash proposes Foodland breakup with ASX listing for NZ business


 


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Metcash lifts FAL scrip offer by 31%

Published: 4 May 2005


Metcash Trading Ltd has bumped its takeover bid for Foodland Associated Ltd up by 24% cash & 31% scrip and has proposed a taskforce representing the 2 sides to ensure an orderly spinoff of the New Zealand business.



It recognises the New Zealand business is likely to be a target for other operators and says FAL’s shareholders should be the ones to benefit from any premium from a new offer.


FAL owns the Progressive Enterprises supermarket chains, notably Foodtown & Countdown.


Grant Samuel Pty Ltd, which produced an independent appraisal for FAL, found at the beginning of March that Metcash seriously undervalued FAL in its original offer lodged in January.


The original offer, at $A7.18 for FAL Australia, was well below the $A8.70-9.56 value range suggested by Grant Samuel. The revised cash offer for the Australian business, announced yesterday, is $A8.91 cash or $A9.41 scrip. Because Metcash has gone through its own restructuring since it launched its bid, the scrip mechanism & the way the New Zealand part of the deal are structured have more certainty about them.


The original offer priced Foodland Australia at $A846 million. The revised cash offer prices it at $A1.05 billion, the scrip offer at $A1.109 billion.


The New Zealand business has been priced at $A16.16-17.77/share, and Foodland Australia at $A8.91, putting a total value on the cash offer of $A25.07-26.68/FAL share, a premium range of 31-39% over the 3 December price of $A19.21.


The A50c extra in the scrip offer takes the premium to 33-41%.


The increased bid includes A36c/share for a contingent tax receivable & excess cash, which would be transferred to Foodland NZ


Metcash chief executive Andrew Reitzer said the 2 sides had held discussions recently and Metcash had proposed an all-cash offer for the FAL Australia business, but FAL’s directors saw capital gains tax issues as a barrier. An Australian Tax Office draft class ruling indicated this barrier wouldn’t arise.


The revised offer will close on Saturday 21 May. FAL chairman Len Bleasel said the board would produce a response but gave no timeframe.


Websites: Foodland


Metcash


 


Earlier stories:


2 March 2005: Suddenly FAL produces a demerger plan, while Grant Samuel finds Metcash undervalues its target


14 February 2005: Metcash starts reorganisation process


24 January 2005: Metcash puts $NZ2.17 billion midpoint enterprise value on FAL NZ


6 December 2004: Metcash proposes Foodland breakup with ASX listing for NZ business


 


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Suddenly FAL produces a demerger plan, while Grant Samuel finds Metcash undervalues its target

Published: 2 March 2005


The Progressive Enterprises Ltd supermarket group in New Zealand looks like becoming a separate Australia-listed entity no matter who wins the Metcash takeover bid for Progressive’s parent, Foodland Associated Ltd, or it will become a subsidiary of another Australian retailer.


FAL used the takeover target’s statement, issued on Monday, to float its own spin-off suggestion as a defence against Metcash Trading Ltd’s $A846 million proposal, but most of the idea was contained in the independent appraisal by Grant Samuel Associates Pty Ltd. All FAL contributed was a potential timetable, absolutely zero other detail.


While FAL’s board ran down the Metcash proposal, Grant Samuel effectively said Woolworths Australia or Coles Myer Ltd would make the New Zealand business earn more than FAL or Metcash could.


Grant Samuel also said both FAL & Metcash needed to grow to compete in Australia, but said Metcash’s idea of selling off the Action retail chain would lose value.


Effectively, then, the issue is price, and consideration of that is in the hands of institutions. The top 10 FAL shareholders are institutions (one of which is counted 3 times), holding 66% of the shares.


The Metcash offer contains numerous loose ends, which institutions would get tidied up if they saw an appropriate price. At the moment Metcash has a long way to go on that part of the offer.


Foodland Associated’s board recommended investors reject the offer because Grant Samuel concluded:

it was neither fair nor reasonable
it materially undervalued FAL Australia
it offered no control premium for FAL NZ
synergies wouldn’t be adequately shared with FAL shareholders
the non-voting preference share consideration was highly uncertain
there was considerable tax uncertainty
separation of FAL NZ wasn’t guaranteed, and
superior alternatives existed.

Grant Samuel valued:

the offer at $A20.93-23.30, compared to FAL’s value of $A24.86-27.33
Metcash’s offer for FAL Australia at $A7.18-8.30, compared to its own valuation of FAL Australia at $A8.70-9.56.

It said Metcash was trying to buy FAL Australia for 5.4-7.4 times ebita, compared to an average 11.4 times ebita for comparable transactions.


Grant Samuel finds NZ options outside FAL or Metcash


Grant Samuel valued FAL’s New Zealand business at $NZ2.4-2.6 billion, representing multiples of 12.8-13.9 times projected ebita for the year to July 2005. “These are relatively high multiples, reflecting a judgment that the business would be extremely attractive to both Coles & Woolworths [Australia].


“Coles & Woolworths are facing diminishing growth opportunities in Australia. Foodland’s New Zealand business would be the last opportunity for either Coles or Woolworths to make a significant ‘bolt-on’ supermarket acquisition that offered substantial in-market synergies. In the medium to longer term, these synergies would give Coles or Woolworths a strong competitive position in the New Zealand marketplace and the opportunity to win market share.”


Grant Samuel said merger of Metcash & FAL’s Australian operations, and demerger of the New Zealand business, “make compelling strategic sense”.


It said: “Both Metcash & Foodland’s Australian operations have an urgent need to increase their scale, to address the competitive disadvantage that they face in the Australian grocery sector relative to Woolworths & Coles. A merger of these businesses should produce considerable synergistic benefits and, arguably, is vital to secure their long-term strategic position.


“Foodland’s New Zealand retail business would almost certainly have greater value in the hands of Woolworths or Coles, both of which should be able to realise substantial synergies & other benefits not available to Foodland.


“A demerger of Foodland’s New Zealand retail business would facilitate the ultimate acquisition of the business by Woolworths or Coles, and the realisation by Foodtown shareholders of more value than they could reasonably expect were the business to be retained by Foodland (or a merged Foodland/Metcash).”


Grant Samuel said Metcash’s proposal to sell the Action supermarkets in Australia to independent operators would destroy value.


FAL says it’s started demerger


FAL said it had started a demerger of its Australian & New Zealand operations, and it was better placed than Metcash to manage such a demerger, which it said would take 6 months to complete. Like Metcash, though, FAL proposed listing the demerged FAL NZ in Australia, not in New Zealand.


The demerger would be subject to approval by FAL shareholders.


FAL chairman Len Bleasel said Metcash was trying to control an $A2.8 billion company for, at most, $A846 million in cash plus non-voting preference shares of uncertain value.


The 2 companies differ wildly on potential synergies: Metcash has estimated synergies of $A310-352 million in total, $A30-35 million in the first year, while FAL management believed $A85 million of synergies & savings could be extracted by the 3rd year.


The FAL target’s statement said ebita from the New Zealand supermarkets – 57 Countdowns, 30 Foodtowns & 63 Woolworths – was $A149 million in 2004 and was forecast to rise to $A158.4 million in 2005. New Zealand franchise & supply was forecast to rise from $A10.1 million to $A11.3 million.


Grant Samuel said FAL was forecasting New Zealand supermarket sales of $3.9 billion, up 3.4%, ebitda up $10 million to $245 million, ebita up $6 million to $175 million, ebita margin steady at 4.5%, capex up from $86 million to $145 million.


The target’s statement doesn’t mention that growth in market share of the New Zealand subsidiary, Progressive Enterprises Ltd, from 26% to 44% in the 3 years to December 2004 came about with the takeover of the Woolworths chain, which helped it improve ebita over 4 years from $NZ63 million to $NZ192 million. What it says is: “These results have been achieved through a combination of acquisitions, organic growth & improved efficiencies and cost savings.”


Yes, a demerger plan – but this paragraph was written beforehand


While FAL’s board has suddenly produced a demerger plan, the target’s statement says: “A key objective for the FAL group is the expansion of its store network, particularly in New Zealand & Queensland, to drive sales & ebita growth. The FAL group is on track to open 8 new Action stores & a further 3 New Zealand stores by the end of the 2005 calendar year.”


From that, it’s easy to suspect FAL’s demerger plan is nothing more than a last-minute twitch in defence, not a reasoned course of action.


Grant Samuel said the 3 Foodstuffs co-operatives had 56% of the $11.1 billion New Zealand grocery market compared to FAL’s 44% (the rest held by independents & convenience stores). FAL had picked up 1.4% market share in the last 3 months of 2004 but Foodstuffs had used price tactics to claw back some of that, at a margin cost.


Looking forward at the competition, Grant Samuel said the trend to closure of smaller-format stores meant Foodstuffs’ success would be concentrated in the hands of large-scale format owners, calling the co-operative model into question, as had happened in almost every other market round the world.


Metcash timetable:

22 March, scheme meetings for capital restructure
5 April, court hearing
22 April, offer expected to close.

Websites: Foodland


Metcash


 


Earlier stories:


14 February 2005: Metcash starts reorganisation process


24 January 2005: Metcash puts $NZ2.17 billion midpoint enterprise value on FAL NZ


6 December 2004: Metcash proposes Foodland breakup with ASX listing for NZ business


 


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Metcash starts reorganisation process

Published: 14 February 2005


Foodland Associated Ltd reported 2nd-quarter New Zealand supermarket sales up 8.4% (converted on a 5.3% strengthening of the $NZ), but only 2.9% in local currency.



Metcash wants to buy out its 52% South African owner, Metoz Holdings Ltd, keep FAL’s Australian business (but sell supermarkets to independent operators with a supply agreement) and float FAL’s New Zealand business.


FAL’s board has been given an extended deadline of Tuesday 1 March to send out its target’s response to the takeover offer, but FAL chairman Len Bleasel has already called the bid an “inadequate & uncertain offer”.


The Metcash bundle includes a prospectus, 2nd & 3rd bidder’s statements, details of the convertible unsecured loan stock (culs) which are part of the complicated restructure, and a scheme booklet.


Metcash wants to raise $A746 million, partially through the listed Culs, which it’s offering to shareholders in Australia & New Zealand on a 5:6 basis at $A2.54.


Metcash investors’ meetings will be held in Sydney on Tuesday 22 March to vote on the reorganisation, intended to authorise a new holding company, to be named Metcash Ltd later, and buy Metoz. Court approval is scheduled for Tuesday 5 April.


If the reorganisation wins the required 75% approval, half the Culs will be converted into shares in the new Metcash Ltd and the rest will be either converted or redeemed, at Metcash’s election.


If the reorganisation doesn’t go through, investors will get a 2.5% redemption premium.


The Cul programme starts with an institutional offer today & tomorrow, followed by an offer to other shareholders on 24 February, closing on 15 March. Shareholders who opt out will get their $A2.54 plus any excess.


In the takeover offer, Metcash has offered FAL shareholders 2.443 Metcash A shares or $A7.18 cash/FAL share plus one share in the New Zealand business/FAL share.


The allotment and quotation of CULS under the Institutional Offer is expected to occur on 25 February 2005.


Metcash was founded in 1927 as Davids LTd. Metro Cash & Carry Ltd of South Africa, which became Metoz, bought 76% in 1998 after Davids incurred an $A240 million loss after an $A266 million writeoff.


In April 2001, Metcash managed the acquisition by its customers of 120 Franklins supermarket stores and their conversion into IGA stores.


Websites: Metcash


FAL


 


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FAL’s 2nd-quarter NZ sales up 2.9%, 1.7% same-store

Published: 14 February 2005


Foodland Associated Ltd reported 2nd-quarter New Zealand supermarket sales up 8.4% (converted on a 5.3% strengthening of the $NZ), but only 2.9% in local currency.



Same-store, the sales increase was 1.7% in $NZ to just over $1 billion, 7.1% in $A. For 2 quarters, the sales increase was 3.1% in $NZ to $1.94 billion, 8.8% in $A.


Group managing director Trevor Coates said some of the group’s West Australian performances were strong and the overall supermarkets division increase of 6.7% was “a credible result given the strong competition & low inflation in both Australia & New Zealand.”


But, facing a takeover bid from Metcash Trading Ltd in which the New Zealand business would be left as a standalone and the Australian supermarkets sold to independent operators, the 2.6% growth by the Australian supermarkets looks weak.


Foodland runs the Progressive Enterprises Ltd supermarket chains (Foodtown, Countdown, Woolworths) in New Zealand. In $NZ, supermarket sales in the 13 weeks to 30 January were $1.03 billion while franchise & supply rose 11.4% to $80.8 million. For the first 2 quarters, supermarket sales were up 4.2% to $1.98 billion, franchise & supply 10.7% to $148.6 million, for a total gain of 4.6% to $2.13 billion.


The group has 150 Progressive supermarkets & 25 Gull micromarkets & convenience stores in New Zealand, with floor areas of 284.5m² for the supermarkets & 4.5m² for the convenience stores.


Metcash sent out its capital restructure & takeover documents on Friday, a bundle which includes a prospectus, 2nd & 3rd bidder’s statements, details of the convertible unsecured loan stock which are part of the complicated restructure, and a scheme booklet.


FAL has until Tuesday 1 March to respond with a target’s statement. It’s already told its shareholders to “ignore any correspondence from Metcash” on what FAL chairman Len Bleasel called an “inadequate & uncertain offer”.





Websites: Metcash


FAL


 


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Metcash puts $NZ2.17 billion midpoint enterprise value on FAL NZ

Published: 24 January 2005


Metcash Trading Ltd lodged its bidder’s statement for its proposed takeover of Foodland Associated Ltd with the Australian Securities & Investments Commission on Friday, and will distribute the 350-page document in early February.



FAL will send out a response 2 weeks later.


Metcash put the groundwork for the bid in place at an extraordinary shareholder meeting last Thursday, when shareholders resoundingly approved 3 resolutions to buy out its 60% South African shareholder, make an $A270 million placement (done on 6 December) & use the funding for the buyout.


The offer to Foodland shareholders has a cash or scrip component for the Australian Foodland business plus a share in the New Zealand business, which Metcash proposes to float separately.


The offer is $A7.18 cash or 2.44 Metcash A shares valued at $A7.49-10.10, plus one NZ share valued by the independent experts, Glen Hadlow & Wim Blom of PricewaterhouseCoopers Securities Ltd, at $A13.65-16.09. Retention of the NZ share would enable investors to retain Foodland’s anticipated interim dividend of up to A43c/share.


PWC Securities said the cash alternative valued the offer at $A21.26-23.70/share, including the interim dividend.


The value under the share alternative is $A21.57-26.62, including that dividend.


Foodland shares closed at $A24 on 20 January, up 24% on the $A19.21 on 3 December, immediately before the offer was launched.


Metcash also said:

Foodland Australia’s ebita margin has fallen 26% in 4 years
Australian sales/m² fell 5% in 4 years
Metcash believes separating the underperforming Australian assets from Foodland’s New Zealand business will unlock value for the benefit of all Foodland shareholders, and
in the absence of an alternative offer, the Foodland share price is likely to fall.

The NZ interest


Metcash has done no due diligence on Foodland, and its forecast of Foodland’s New Zealand earnings for the year to 1 August would be almost entirely for a period under existing ownership, although the forecast is for a new NZ Holdco (holding company of the proposed new listed entity for the New Zealand business).


Using sharebrokers’ figures, it has forecast a 7% rise in sales to $A3.8 billion, $A176 million ebita (including $A7 million corporate costs), a 4.4% ebita margin & $A143 million capex.


Metcash has put the fair value of Foodland NZ at $A2.019 billion (enterprise value; $NZ2.174 billion), the midpoint of PWC Securities’ value range, equating to $A1.785 billion equity value ($NZ1.922 billion).


Metcash says it would ask the existing Foodland board to stay on to run the new Foodland NZ listed company. The board has 2 New Zealand directors, Sir Colin Maiden & Norman Geary.


Foodland has been selling its properties in both Australia & New Zealand on a leaseback basis, and Metcash said it would dispose of surplus Australian property. A decision on remaining New Zealand property would be up to the new NZ board.


The bidder’s statement confirms that Metcash would try to the list the new New Zealand company in Australia first, with NZX or some other exchange as 2nd choice.


Websites: FAL


Metcash


 


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