5 May 2000
DAIRY CREST AND UNIGATE
RECOMMENDED REVISED OFFER FOR UNIGATE'S DAIRY AND CHEESE BUSINESS
The Boards of Unigate PLC and Dairy Crest Group plc announce that they have
reached agreement on a revised offer by Dairy Crest for Unigate's Dairy and
The revised Dairy Crest offer provides for an increased full cash alternative,
valuing the Dairy and Cheese Business at GBP250 million including the GBP100
million of debt to be transferred.
Under the terms of the revised Dairy Crest offer, Unigate shareholders can
choose to receive:
for each Unigate Share either 0.33* Dairy Crest Shares
65* pence in cash
*approximately, based on the current number of Unigate shares outstanding
The revised Dairy Crest offer is being made by way of a further amendment to
the Merger Agreement signed by Unigate and Dairy Crest on 18 February, 2000
and amended on 27 April, 2000. Under this further amended agreement, if an
ultimately successful higher offer is made by Robert Wiseman Dairies PLC or
another party, Unigate has agreed to pay Dairy Crest a break fee of GBP2.5
million. In all other respects the terms and conditions set out in the Merger
Agreement (as already amended) remain unchanged.
The transaction is conditional upon, inter alia, approval by Dairy Crest and
Unigate shareholders, High Court sanction of the restructuring of Unigate
necessary to effect the transaction and the receipt of certain tax clearances
from the Inland Revenue. The necessary regulatory approvals have already been
The Boards of Dairy Crest and Unigate intend, shortly, to post to their
respective shareholders revised circulars and supplementary listing
particulars reflecting the terms of the amended Merger Agreement and setting
out new dates for the shareholder and court meetings originally scheduled for
15 May, 2000, which will be adjourned.
Unless circumstances change as a result of a higher alternative offer being
received, the Board of Unigate expects that the documents to be posted to
Unigate shareholders will contain a recommendation to vote in favour of the
revised Dairy Crest offer.
The revised Dairy Crest offer is comparable in all material respects with the
cash offer of GBP240 million announced by Wiseman on 4 May, 2000 save for the
form and value of the consideration. Dairy Crest's full cash alternative
represents a GBP10 million increase on the Wiseman offer. In accordance with
its undertaking to Wiseman, if the revised Dairy Crest offer is ultimately
successful, Unigate will pay Wiseman a break fee of GBP2.4 million.
Commenting on the revised Dairy Crest offer, Ian Martin, Chairman of Unigate
'The agreement we have reached with Dairy Crest today provides a further
significant increase in the cash value available to Unigate shareholders.'
Mike Dowdall, Chairman of Dairy Crest, said today:
'This revised offer is clearly superior to Wiseman's proposal. Dairy Crest
believes that it is in the interests of all shareholders to bring this process
to a timely conclusion and accordingly we have responded promptly.'
Unigate Dairy Crest
Ian Martin Mike Dowdall
Sir Ross Buckland John Houliston
John Worby Ian Laurie
Tel: 020 8576 6017 Tel: 020 7638 9571
Lazard Merrill Lynch International
Marcus Agius Simon Mackenzie-Smith
Richard Stables Roger Brazg
Tel: 020 7588 2721 Tel: 020 7628 1000
Gavin Anderson Citigate Dewe Rogerson
Deborah Walter Cary Martin
Laura Hickman Julian Walker
Tel: 020 7457 2345 Tel: 020 7638 9571
Lazard, which is regulated in the United Kingdom by the Securities and Futures
Authority Limited, is acting exclusively for Unigate and/or New Unigate in
relation to Unigate's Dairy and Cheese Business and the listing of New Unigate
and is not advising any other person or treating any other person as its
customer in relation to Unigate's Dairy and Cheese Business or the listing.
Lazard will not be responsible to anyone other than Unigate and/or New Unigate
for providing the protections afforded to customers of Lazard or for giving
advice in relation to Unigate's Dairy and Cheese Business or the listing.
Merrill Lynch International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Dairy
Crest and no one else in connection with the offer for Unigate's Dairy and
Cheese Business and will not be responsible to anyone other than Dairy Crest
for providing the protections afforded to customers of Merrill Lynch
International or for giving advice in relation to Unigate's Dairy and Cheese