Goodman Fielder Statement To Ernest Adams Holders

Goodman Fielder Statement To Ernest Adams Shareholders

First, some background. Who is Goodman Fielder?

Goodman Fielder is a Trans-Tasman company with a proud New Zealand heritage. The Goodman family started the company with a single bakery in Motueka in 1867 and built it into a global company with over NZ$3 billion in turnover.

Goodman Fielder has a strong commitment to building its business in New Zealand. It already has three consumer foods businesses here - Quality Bakers, Bluebird Foods and Meadow Lea Foods - which employ over 3,000 people, many in rural and regional areas.

New Zealand businesses which Goodman Fielder have acquired in recent years - Defiance Foods and Aspak - have been integrated into the company but their well know brands have been maintained and enhanced. The staff now work in a company with more opportunities. Why does Goodman Fielder want to buy Ernest Adams?

Goodman Fielder is the largest food company in Australasia and it sees opportunities to build the Ernest Adams brand in New Zealand, Australia and other overseas countries by selling its products through its domestic and global sales network.

Goodman Fielder has the size and scale to bring substantial skills and resources to develop the Ernest Adams products range, including research and development, manufacturing and logistics, and marketing.

Why should Ernest Adams shareholders accept the Goodman Fielder offer?

There are three reasons:

* the NZ$2.35 per share offer is within the fair value range estimated in the independent appraisal report commissioned by the independent directors of Ernest Adams;

* the offer is a substantial 39 per cent premium to recent share price levels. Current acceptances for over 82 per cent of Ernest Adams shares confirms the offer is compelling;

* there is no other offer for your shares, and the independent appraisal report warns that Ernest Adams shares may trade at a lower levels than they are today, at least initially, if the Goodman Fielder offer lapses. The offer is conditional on achieving 90 per cent shareholder acceptances.

In simple terms, Ernest Adams shareholders have the opportunity to either accept an extremely good offer by Goodman Fielder now, or take your chances that Ernest Adams will do much better in the future than it has in the past.

Goodman Fielder strongly believes you should accept its offer now.

Thank you for the opportunity to present our position to you directly.

Read to Ernest Adams shareholders at the 1999 Annual General Meeting on behalf of:

Doug McKay
Managing Director
Goodman Fielder Limited

ENDS....

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