Ebro Foods cae en Bolsa tras el rechazo de SunRice a su oferta de compra

La española no logra el apoyo del mínimo del 75% de los accionistas de la arrocera australiana para la operación

EL PAÍS | EP - Madrid - 31/05/2011

Vota

Los accionistas de Ricegrowers Limited (SunRice) han decidido no acudir a la oferta de adquisición presentada por Ebro Foods en una operación valorada en unos 425 millones de euros, según ha informado este martes la compañía española a la Comisión Nacional del Mercado de Valores (CNMV). El desenlace de la votación, que impide llevar a cabo una operación estratégica para la compañía en su expansión internacional, ha causado un recorte de sus acciones en Bolsa, que a la media hora de la apertura se dejaban más de un 3% en el parqué madrileño, que a la misma hora cotizaba en verde.

En total, un 67% de accionistas de la clase A y un 76% de accionistas de la clase B han votado favorablemente a la oferta de Ebro, lo que supone no haber alcanzado el 75% de la mayoría reforzada necesaria para que la adquisición saliera adelante. Tras la negativa, el presidente de Ebro Foods, Antonio Hernández Callejas, ha subrayado que la compañía seguirá buscando otras alternativas para su implantación en este área geográfica.

"La operación era compleja desde un inicio pues alcanzar la mayoría reforzada era un objetivo complicado pero Ebro tiene una magnífica posición financiera para alcanzar otros targets similares, ya sean en arroz o en pasta", ha añadido. Hernández Callejas ha afirmado que la compañía seguirá manteniendo con SunRice la "espléndida" relación que ha mantenido hasta ahora y quizás, en un futuro, según ha vaticinado, si cambia su "compleja" estructura societaria se podrán encontrar nuevas vías de colaboración.

El consejo de Sunrice había recomendado de forma unánime que se votara a favor de la venta y también existía un informe independiente de Lonergan Edwards and Associates Limited que concluía que la oferta era "justa y razonable" para el interés de los accionistas, ante la falta de una propuesta superior.

Ricegrowers Limited, con sede en Nueva Gales del Sur (Australia), vende unas 500.000 toneladas anuales de arroz principalmente en el negocio minorista y está presente en los mercados de Australia, Nueva Zelanda, Islas del Pacífico, Hong Kong, Singapur, Nueva Guinea Papua, Oriente Medio y California y Hawai, en Estados Unidos.

Jose Gonzalez on NSW Country Hour (ABC) 30 May 2011

Hear Jose Gonzalez discuss his business relationship with Ebro Foods.

Starts at 16:50 minute mark.


http://www.abc.net.au/local/global_includes/programs/mod/cou1.asx

Can we trust Ebro Foods?

1.  In 2004 Ebro bought the American company Riviana Foods. In 2005 they begin cutting staff and in 2006 they shut down the Abbeville rice mill in Louisiana.

2.  Last year Ebro terminated a 10 year contract with a Puerto Rican grain company. The contract was signed in 2006. Ebro walked out of the contract citing a fundamental change in circumstances.

3.  In March 2010 Ebro is the subject of investigation by the Spanish competition regulator. Valencian growers claim that Ebro and other rice companies are fixing the price of rice paid to growers.

SPAIN: Rice "price-fixing" probe launched By: just-food.com | 5 March 2010

Spain's competition watchdog has launched a probe into alleged price-fixing on rice among suppliers.

SOS Corporacion Alimentaria and Ebro Puleva are among those being investigated, according to a filing released yesterday (4 March) by the Comisión Nacional de la Competencia (CNC).

The CNC decided to investigate following a complaint from a farmers' association in Valencia.

SOS refused to be drawn on the announcement when contacted by just-food, while Ebro said it would not comment on "pending proceedings".

Eyewitness News 10 KLFY (30 June 2006, 5 July 2006)

July 5, 2006

Riviana Mill is Now Planter's Rice Mill

Wednesday, Riviana Mill in Abbeville opened its doors as Planter's Rice Mill.

The change-over officially began on July 1st, but Wednesday was the first day the mill has operated under new management.

Officials at the Abbeville Chamber of Commerce say while the new company won't operate on the same international scale as Riviana, Planter's Rice Mill will still be a vital part of the city's economy.

Rebecca Shirley with the chamber says it's needed not only for the employment base, but for the sales tax and property base.  She says it's also needed for local farmers, which is important to the agricultural base in Vermilion Parish.  She says there aren't a lot of mills left for farmers to take their rice to.

Elton Kennedy of Monroe leased the Riviana building to house Planter's Mill.

If the deal hadn't gone through, the mill could have closed its doors for good on August 30th.

June 30, 2006

Riviana Rice Mill Lay-Offs

 

The new lessee of the century-old Riviana Rice Mill in Abbeville is making some cuts to the mill's current staff.

Eyewitness News has learned a North Louisiana rice producer, Elton Kennedy, has signed a lease agreement with Riviana and will begin operating out of the mill, Saturday.

As a result, a number of key employees have been let go.

As you'll recall, about half of Riviana's staff was laid-off last year when owners announced they were selling the mill.

Neither party would discuss details of the agreement with Eyewitness News.

Riviana Foods Working on Lease Agreement (Eyewitness News 10KLFY)

May 24, 2006

Riviana Foods Working on Lease Agreement

A century-old mill that laid off more than 100 employees last year when it closed its doors has found a new occupant.

Eyewitness News has learned Riviana Foods is working on a lease agreement with a north Louisiana rice producer.

A company representative tells Eyewitness News Riviana Foods is in the process of leasing the building to Elton Kennedy out of Monroe, Louisiana, who plans to change the name of the mill back to Planters Rice Mill.

Sources tell Eyewitness News Kennedy plans to hire the employees who remain at the Riviana mill.

About half of Riviana's staff was laid off last year when its owners announced they were putting the century-old mill on the market.

The move affected more than 100 employees, including 70 packaging machine operators.

At that time, a company spokesperson told Eyewitness News those employees would be offered a severance or retirement package.

Eyewitness News has learned those employees who choose to work for the new company will not be offered either.

The lease is set to begin on July 1st.

If the agreement falls through, Riviana could completely close its doors for good on September 30th.

Riviana Foods representatives referred Eyewitness News to its attorney, Susie Woodard.

Our phone calls to her were not returned.

Riviana Foods to sell Louisiana facilities (Delta Farm Press)

Riviana Foods to sell Louisiana facilities

Mar. 3, 2006 12:00pm

Houston-based Riviana Foods Inc. is planning to sell its rice milling, storage and drying facilities in southwest Louisiana, a move area farmers see as putting another question mark on the future of their industry.

Advertisement

Riviana officials said the sale will include operations in Abbeville, Crowley, Jennings, Kaplan and Rayne, La. They said the company will honor its commitment to purchase rice through the 2006 harvest season.

Farmers were already facing an uncertain spring because of the saltwater washed into area crawfish, rice and sugar cane ponds and fields by Hurricane Rita last September. Soil samples from the five-parish area have shown soluble salt levels of more than 8,000 parts per million in some locations.

Riviana officials said the decision to close the operations was difficult.

“Our company was founded in Abbeville in 1911, and we have strong ties to the people of south Louisiana,” W. David Hanks, president and CEO of Riviana, said in a statement. “At this time in our history, however, we simply operate in too many locations.”

Previously, Riviana closed a packaging facility in the area, relocating some of the equipment and workers in Memphis, Tenn. Hanks said the latest announcement will result in Riviana consolidating more of its operations.

“Depending on whether someone buys the facilities and continues to operate them, this could have a major impact on our rice farmers,” said John Saichuk, Extension rice specialist with the LSU AgCenter.

“We've already had other operations close down. That will make it more difficult for farmers to market their rice at a time when prices have been low and input costs are rising.”

Riviana Foods Inc. is a wholly owned subsidiary of Ebro Puleva, S.A., a Spanish food group. Its principal brands include Mahatma, Carolina and Success.

“If Riviana was still a Louisiana-based company, I don't think there would be any questions about it staying open,” said one Jefferson Davis Parish farmer. “When you get overseas firms involved, it's just a numbers situation to them.”

The company said the sale will include its rice milling, drying and storage operations in Abbeville, drying and storage facilities in Kaplan and Crowley, and storage facilities in Jennings and Rayne.

Vermilion Parish Farmers Worry About Effects of Riviana Closing (Eyewitness News 10 KLFY)

January 27, 2006

Vermilion Parish Farmers Worry About Effects of Riviana Closing

 

It's a move that'll affect every business owner parishwide.

That move, as Eyewitness News first reported Thursday, is Riviana Foods leaving Vermilion Parish.

Riviana Foods leaving the parish comes just months after the company laid off nearly 100 workers from its packaging plant.

Failure to sell the facilities could put farmers out of a job and deliver a blow to the Vermilion Parish economy.

Vermilion Parish is home to about 250 farmers. Norman Duhon is one. As if recovering from a hurricane wasn't enough, in light of Riviana Foods' decision to sell, farmers now face an even bigger predicament: Who will buy their rice and how far they'll have to travel to sell it.

Duhon says if the mill closes, other mills out of Vermilion Parish will have to take up the slack and that's going to affect rice growers. He says he'll have to look around for someone to sell to. He says he has old equipment he uses just to travel five to ten miles, and now he'll be traveling 40 miles with old trucks.

Vermilion Parish police jury secretary/treasurer Clay Menard, who's a farmer himself, knows first-hand.

Menard says farmers won't plant if there is not outlet.

Because Vermilion Parish is agriculturally driven, those effects trickle down to business owners and its residents.

Menard says it will affect seed companies and fertilizer companies, repair shops and everything in the parish. He says the parish gets taxes to repair roads and bridges and the schools get tax money to operate. He says any decline in taxes will hurt the parish's economy.

The city of Abbeville has acquired a grant from the state Office of Economic Development to repair railroad tracks damaged by Hurricane Rita. Officials are hoping to use the funds and a reduced utility fee as marketing tools to attract potential buyers. The mill will remain open through the 2006 season, pending a sale.

Rice growers are already having a hard time making ends meet.

Farmers are getting $10 for a barrel of rice, the same amount their fathers got in the 1960s.

Only when their parents were farming, a gallon of diesel costs them 15 cents a gallon and today, the fuel is up to $2.00 a gallon.

USA: Riviana Foods to cut 130 jobs (11 August 2005)

USA: Riviana Foods to cut 130 jobs

By: just-food.com | 11 August 2005

Food company Riviana Foods, a subsidiary of Spain's Ebro Puleva, has announced the cutting of 130 jobs from its US workforce of 1,075.

The move is part of an effort to achieve cost savings that will allow it to increase competitiveness in today's challenging marketplace, it said. The reduction will affect operations in Louisiana, Texas, Arkansas and Tennessee.

The workforce reduction begins immediately and is expected to be completed by year end. 

"This is an extremely difficult decision to make but one that we believe is necessary to improve operating efficiency and attain our tandem goals of funding innovative new products and building brand awareness," said W. David Hanks, president and CEO.

The location most affected will be the company's Abbeville, Louisiana, packaging and milling operations where approximately 100 jobs will be eliminated.  The company will continue to mill rice in Abbeville and will retain approximately 100 people there.

"Riviana and its predecessors have had operations in Abbeville since the turn of the last century and our company has strong ties to the town and its people," Hanks said.  "Unfortunately, it is simply not economically feasible to modernize the facilities, some of which are over 90 years old, to achieve the level of efficiency that is necessary today and to economically provide the highest quality products and service to our markets throughout the United States."

Hanks said that a further 30 positions will be eliminated from the Corporate office as well as processing and technical services function in Houston, Rayne, Jennings and Crowley, Louisiana, Brinkley and Carlisle, Arkansas, and Memphis, Tennessee.

Companies: Ebro Puleva

5 September 2004 Ebro acquires Riviana Foods (USA)

05.09.2004

Ebro Puleva completes acquisition of Riviana

Ebro Puleva S.A. (Mercado Continuo: EVA) today announced the successful completion of the acquisition of all of the outstanding shares of common stock of Riviana Foods Inc. (Nasdaq: RVFD).

Madrid, Spain, September 5, 2004 - Ebro Puleva S.A. (Mercado Continuo: EVA) today announced the successful completion of the acquisition of all of the outstanding shares of common stock of Riviana Foods Inc. (Nasdaq: RVFD).

The acquisition was completed on September 2, 2004 by the merger of Ebro Puleva, Inc., an indirect wholly-owned subsidiary of Ebro Puleva, with and into Riviana in a "short form" merger in accordance with Delaware law. As a result of the merger, Riviana is now an indirect wholly-owned subsidiary of Ebro Puleva.

The merger follows a cash tender offer for all the outstanding shares of common stock of Riviana at a price of US$25.75 per share, which was completed upon the expiration of a subsequent offering period on September 1, 2004. As a result of the merger, each outstanding share of Riviana common stock has been automatically converted into the right to receive US$25.75 per share in cash, without interest. Former Riviana shareholders who did not tender their shares in the tender offer will receive a Letter of Transmittal that will instruct them as to how to receive the US$25.75 per share payment.

About Ebro Puleva S.A.

Ebro Puleva S.A. is the number one group in the Spanish food sector in terms of turnover, profits and market capitalisation. It is leader in the sugar, rice and dairy sectors and has a wide array of leading brands, such as Puleva®, Ram®, Leyma® and El Castillo® in the dairy sector; Azucarera® and Sucran® in the sugar sector; and Brillante®, Nomen®, La Cigala®, La Fallera®, Oryza®, Bosto®, Reis Fit®, Riceland®, Danrice® and Risella® in the rice sector. Visit our website at www.ebropuleva.com

About Riviana Foods

Based in Houston, Texas, Riviana Foods Inc. is one of the largest processors, marketers and distributors of branded and private label rice products in the United States. Principal brands include Mahatma®, Carolina® and Success®. The Company has additional food operations in Central America and Europe. Visit Riviana´s website at www.riviana.com

Forward Looking Statements:

Statements in this press release that are not historical, are forward-looking statements that are estimates reflecting the best judgement of Ebro Puleva based on currently available information. Such forward-looking statements involve actual knowledge and unknown risks, uncertainties, contingencies, and other factors that could cause actual results, performance or achievements to differ materially from those stated. Such risks, uncertainties, contingencies and other factors, many of which are beyond the control of Ebro Puleva and Riviana, include, but are not limited to the satisfaction of the conditions to closing, general economic factors and capital market conditions, and general industry trends. None of Ebro Puleva, Ebro Puleva Partners or Riviana, undertakes any obligation (and they expressly disclaim any such obligation) to update or alter any forward-looking statements whether as a result of new information, future events or otherwise.

Other Information:

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. Ebro Puleva S.A. has filed with the United States Securities and Exchange Commission (the "Commission") a tender offer statement on Schedule TO, as amended, and Riviana Foods Inc. has filed with the Commission a solicitation/recommendation statement on Schedule 14D-9, as amended, with respect to the tender offer. Riviana stockholders are advised to read Ebro Puleva's tender offer statement, as amended, and Riviana's solicitation/recommendation statement, as amended, because they contain important information about Ebro Puleva, Riviana, the tender offer and the merger. Riviana stockholders may obtain free copies of these statements from the Commission's website at www.sec.gov, or by contacting Georgeson Shareholder Communication Inc., toll-free at (800) 223-2064.

Area News

Grain chief: no way Jose

ROSS TYSON

16 May, 2011 12:00 AM

A PUERTO Rican grain company locked in a bitter dispute with Ebro has slammed the Spanish giant's "ruthless" attitude and warned growers off accepting its $610 million takeover bid for SunRice.
Pan American Grain claims its operations were plunged into chaos last year when Ebro suddenly terminated a 10-year processing and packaging contract signed in 2006 citing a "fundamental change in circumstances".

The company's chief operating officer Jose Gonzalez Freyre told The Area News last week he believed local growers would expose themselves to a similar "betrayal" if they handed control over to Ebro.

He said the rider attached to Ebro's seven-year commitment to purchase local rice at the Californian medium grain price ? subject to "material adverse change in business or regulatory conditions" ?essentially rendered it "worthless".

"These people will walk away from a contract with a clause or without a clause," Mr Gonzalez Freyre said.

"They just use their huge power and all their financial muscles to push you over. The contract is only for their benefit, but it doesn't mean anything.

"The growers are little people, in an economic sense. They will not be able to withstand the pressure of a big company with monopoly power guaranteed by law."

Although neither Ebro nor SunRice would comment on the accusations given the matter appears headed to court, The Area News understands it is precisely Pan American Grain's market monopoly that lies at the centre of the dispute.

Ebro alleges Pan American Grain used its monopoly - which has been the subject of an inquiry by the Puerto Rican senate - to ratchet up the price of its services when a new supplier could do it for significantly less.

Mr Gonzalez Freyre, who admitted to a run-in with the law when in 2009 he was convicted of making an illegal contribution to a political campaign in his home country, denies Ebro's allegations and said local farmers should see his company's experience as a cautionary tale.

"I don't really understand why growers (are considering selling SunRice because) right now they've got what every grower in the world wants, which is control from the farm to the supermarket shelf," he said.

"I don't understand why they would want to walk away from that. Ebro are not investing all this money as a gift, they're looking at a 20 to 30 per cent return on investment.

"The people they are going to screw are the farmers because they'll get the rice from wherever it is cheaper.

"The brand and the distribution network of SunRice they're never going to lose. They'll keep that and just put someone else's rice in the bag.

Ricegrower Advisory Board named for post Ebro sale (ABC)

Ricegrower Advisory Board named for post Ebro sale

Posted Thu May 12, 2011 9:31am AEST

• MAP: Leeton 2705

Sunrice has named a board to liaise between growers and the Spanish company Ebro should the sale proceed.

Ricegrowers worried about the sale of Sunrice are being told they can have a meeting direct with the head of the Spanish company Ebro.

Shareholder meetings are being held across the Riverina Murray region this week for growers to discuss selling their shares to the world's biggest rice company.

The Executive Director of the Ricegrowers Association Ruth Wade says there is time to get more information before the vote on May the 31st.

'We will facilitate meetings after this week with shareholders and Sunrice board or shareholders and Antonio Hernandez from Ebro if that's what people want," she said.

"If they need to meet either the directors of Sunrice or Mr Hernandez, we will try and make sure that we facilitate that."

Ms Wade says there will be rolling membership introduced for grower representation on the new advisory board.

'Sunrice board has nominated or agreed the three grower representatives on the first grower advisory board. And they will be Gerry Lawson chairman of Sunrice, Mark Robertston deputy chair and the Rice Marketing Board nominee will be Noel Graham, an elected member of the Rice Marketing Board. Our role will be to appoint people to that grower adivsory board, 15 months after the formation of the first board," said Ms Wade.

There is farmer concern about the Californian prices Australian growers will be linked to for seven years and some believe that future prices are uncertain.

Ms Wade says the RGA will not raise rice prices with the Ebro boss when he visits next week, because the pricing mechanism has been clearly explained.

"It's a matter of having people understanding how the Californian system operates, how to scrutinise whether it's the appropriate pool. All of that's clearly laid out in the documentation. There'll still be quite a challenge in keeping up with that, watching trends understanding what's happening with the Californian price because that will become the benchmark for growers in Australia," said Ms Wade.

Tags: agribusiness, food-processing, takeovers, coleambally-2707, deniliquin-2710, finley-2713, griffith-2680, hay-2711, jerilderie-2716, leeton-2705

McCormack asks Swan to stop Sunrice sale (ABC)

McCormack asks Swan to stop Sunrice sale

Posted 5 hours 13 minutes ago

• MAP: Leeton 2705

The Nationals Member for Riverina is calling on the federal treasurer Wayne Swan to prevent the foreign takeover of Sunrice.

Shareholders will vote at the end of this month on a $600-million offer received from the world's biggest rice company, Ebro of Spain.

Last week, the sale was given the green light by the Foreign Investment Review Board.

Michael McCormack says Sunrice is an iconic company and it should not be sold out of Australian farmer ownership.

He says he has written to Mr Swan with his concerns.

"I think that Mr Swan as the treasurer needs to really look closely at this," he said.

"Because I think if we sell out Sunrice to a Spanish corporation, I think we will be in real trouble as far as food security is concerned, as far as a farmers' co-operative is concerned and I really think the treasurer needs to have a good hard look at this and intervene," said the MP.

Serious Rice Farmers

Serious Rice Farmers will not want to lose control of Sunrice. Owning Sunrice is like owning a Header and trucks for transport – rather than using contractors. They will make more money and have more control and certainty of selling their rice.

 They will also have a good investment beyond the farm gate, employment in the district for their families who have to move off the farm, and be building an asset for longer term security, retirement and something to leave to children and grandchildren.

Mr Thorburn