BayWa to purchase Turners & Growers holding from GPG

BayWa to purchase Turners & Growers holding from Guinness Peat Group plc

Munich, 10 November 2011 – Munich-based BayWa AG is pleased to announce that it has reached a binding agreement to acquire a 63.46 per cent stake in New Zealand based Turners & Growers Limited (T&G) from its majority shareholder - London based Guinness Peat Group Plc (GPG). As required by New Zealand takeover regulations, the acquisition will be made as part of a takeover offer to acquire up to 100% of the issued shares of T&G.

1. Acquisition of Turners & Growers
BayWa has agreed the purchase of GPG´s 63.46 per cent stake in T&G at a cash price of NZ$1.85 per share, and will make a takeover offer to all individual shareholders on the same terms.
The Offer price represents a 9% premium to the closing T&G share price of NZ$1.70 on 9 November 2011 and a 22% premium to the 1 month VWAP prior to GPG’s announcement of a realisation of its investment portfolio on 11 February 2011.
BayWa has lodged a Takeover Notice with T&G and intends to send the Takeover Offer Document to T&G shareholders within 30 days. This will outline in greater detail the terms of the Offer and how to accept the Offer.
The transaction is conditional on approval from the German Federal Cartel Office and the New Zealand Overseas Investment Office. BayWa is being advised by Macquarie Capital, Bell Gully and Ernst & Young.

2. Strategic rationale for BayWa
T&G’s presence on five continents will enable BayWa AG to expand its offering in the fruit business and to access global growth markets, particularly Asia where T&G is already established. "This transaction will make BayWa one of the world's leading suppliers of fruit, as T&G is represented in all key markets on all continents. The door to Asia, the highest growth market for fruit, is now wide open for BayWa‘s fruit trading business", commented Klaus Josef Lutz, Chief Executive Officer of BayWa, in explanation of the decision.
The takeover represents a very important step for BayWa in its international growth strategy and the acquisition will considerably strengthen BayWa’s Agriculture Segment's successful Fruit Business Unit. "The takeover of T&G will also allow us to expand our domestic fruit business: The different harvesting seasons in the various countries means that we will now be able to supply food retailers in Germany throughout the whole year", emphasised Lutz. Fruit farmers working together with BayWa in Germany will also benefit from the takeover through improved sales and distribution opportunities for their products.

3. BayWa’s intentions for Turners & Growers
BayWa intends to continue to run T&G substantially as a standalone entity and support the current management in their plans to grow the business. One of BayWa’s key focuses will be increasing returns to apple growers through improved operational efficiencies, supply chain management and marketing processes.
BayWa has strong relationships with growers in Germany and will look to utilise this experience to further build on T&G’s relationships with growers. "We will deliver proof of our know-how and of our close collaboration with growers in New Zealand based on a partnership approach - just as we do in Germany", said BayWa's CEO.

4. Overview of BayWa
BayWa AG is an international trading and services company in its core segments of Agriculture, Building Materials and Energy. In the 2010 financial year, the company generated EBIT of almost EUR 130 million and revenues of approximately EUR 8 billion with its workforce of more than 16,000 employees. In its Fruit Business Unit, the BayWa Group is a leading supplier of German premium fresh fruit to food retailers and the largest supplier of pipfruit from organic production. As a contracted agent for a number of grower partners, BayWa collects and stores fruit from the regions of Lake Constance/Neckar and Rhineland Palatinate and sells it in Germany and abroad.

5. Overview of Turners & Growers
T&G was founded in 1897 and employs a workforce of around 1,400 employees within the group. The international company is listed on the New Zealand Stock Exchange (TUR.NZ) and achieved annual revenues of NZ$599 million in 2010. Its core business consists of the export and domestic sale of apples, kiwifruit, tomatoes and other produce and providing the associated logistics. The company owns the exclusive brand rights for the global cultivation and sale of the Jazz and Envy apple varieties and the ENZAGreen, ENZAGold and ENZARed kiwifruit varieties. In addition, the company has a small portfolio of fruit plantations where it cultivates its own fruit.

ENDS

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