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Owens Board Reaffirms Stance On Mainfreight

Media Release 4 September 2003

Owens Board Reaffirms Stance On Mainfreight Approach

The directors of the Owens Group have confirmed their earlier recommendation to shareholders not to accept Mainfreight Limited's takeover offer of $1.03 per share.

Responding to the extension of the offer period and a request from Mainfreight for information additional to that already provided, deputy chairman Denham Shale said today that nothing had changed the directors' view that followed the independent appraisal carried out by Deloitte Corporate Finance. This had been based on full information and had concluded that the fair price range was $1.09 to $1.27 a share.

"The board stands by its previous advice to shareholders," he said today.

The board would not be responding to selective questions based on Mainfreight's own guesswork estimates. Any narrow detail points could not be treated in isolation - the Deloitte report was not a confined view of aspects of the company but an overall appraisal.

"The independent valuation was a very thorough document based on unfettered access to all material Owens information about the financial position, current trading year-to-date, budgeted 2004 performance and future prospects," said Mr Shale. "The independent appraisal is there to guide shareholders, rather than having them rely on the rhetoric of a bidder with vested interests," he said.

It appeared that Mainfreight was trying to unsettle Owens shareholders.

"The whole purpose of the independent appraisal is that it does not reflect vested interests, which in this case involves the Company's largest direct competitor. Mainfreight's current approach represents an attempt to initiate what is in effect a due diligence type review.

"Mainfreight themselves chose to use the mechanism of a takeover offer, and this precludes undertaking a due diligence investigation of the business."

Mr Shale said Owens believed that in responding to Mainfreight it had continued to take a constructive approach to balancing:

· The preservation of its business operations from a direct competitor, and

· The level of information which would assist Mainfreight assess the full potential value of Owens.

Referring to the extension of the offer period, he added:

"Owens will not allow itself to be hamstrung indefinitely by the terms attaching to the Mainfreight offer, which include a number of constraints on the Company's restructuring and expansion, including the acquisition of other businesses."

The views of the board on the latest statement by Mainfreight are being sent to shareholders today.


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