After a long-running battle full of question marks and potential challengers, on Wednesday the federal court of Australia approved Brazilian protein processing heavyweight JBS's acquisition of Australian salmon farmer Huon Aquaculture.
Following the nod last week by the vast majority of Huon shareholders to move forward with sale, in which JBS will acquire 100 percent of the issued shares in Huon other than any Huon Shares held by Surveyors Investments Pty Ltd. JBS will separately acquire 100 percent of the issued shares in Surveyors.
As a result, a second buyout option, known as the Takeover Bid, will not proceed and an application will be made to the Australian Securities and Investments Commission (ASIC) to formally withdraw it.
It is expected that the deal will be filed with Australian Securities and Investments Commission (ASIC) Wednesday, and that trading in Huon's shares on the Australian Stock Exchange will be suspended from close of trading Wednesday.
On Aug. 6, Huon announced it had entered into negotiations with Sau-Paulo-based JBS to acquire 100 percent of Huon shares, the result of a six-month review process initiated by the board following a number of unsolicited approaches.
Huon's board issued a statement two weeks later indicating its continued support of a takeover by JBS Group, despite apparent opposition from shareholder Tattarang Agrifood and interest from Canadian salmon heavyweight Cooke Aquaculture.
Chairman Neil Kearney said JBS's cash offer of AUD 3.85 (€2.35/$2.75) per share provided "compelling" value, representing a 61 percent premium on the closing price on Feb. 26, when the strategic review too consider a sale of the company began.
Since the JBS offer was made, Tattarang, a company owned by West Australian mining magnate Andrew Forrest, acquired an 18.5 percent stake in Huon and indicated it might not support the JBS proposal.
Forrest also questioned aspects of the animal husbandry practices of JBS and environmental standards of Huon and the salmon industry in Tasmania and demanded a statement from JBS shortly before it approved the deal confirming a commitment to sustainability and animal welfare standards.
On Aug. 19, Canadian seafood giant Cooke Aquaculture also confirmed its interest in Huon, with CEO Glenn Cooke telling Australian newspaper The Mercury that Tasmania was “an attractive state to invest in."
“Huon holds tremendous promise as an established company to continue producing world-renowned salmon and build upon the region’s talented fish farming workforce,” Cooke said.
The acquisition of Tasmanian salmon farmer Huon presents a compelling opportunity for protein giant JBS to take a first step into the aquaculture sector and a trial platform for further international growth, according to Australian private wealth advisor Shadforth Financial's Sam Baker.
And while competition authorities may hinder the acquisition of any more Australian salmon farming companies, other markets like Norway and Canada could well be on JBS's radar.
As the world's biggest meat processor, JBS has no prior experience in the seafood industry but has a huge footprint in beef, poultry, pork and lamb, both internationally and in Australia itself.
It has been an active buyer in the Australian food industry, snapping up Primo Group, the country's largest producer of ham, bacon, pork, for $1.45 billion (€1.23 billion) in 2015. At the time, it was touted as a transaction set to leverage the Primo Group’s growing export operations across Asia, including China, and was part of a consistent global strategy by JBS to grow its presence in value-added products.
It is likely Huon offers a similar opportunity, according to Baker, signifying "a play into a faster-growing protein segment," he told IntraFish at the time of the initial bid.
JBS said earlier this month that it expected bulk buying power to allow the company to make efficiency savings if and when the deal for the Tasmanian salmon farmer went through.
The company's bulk buying leverage will likely prove to be useful for Huon, amid soaring raw material costs.
Feed is far and away the highest percentage of the cost of salmon production. Conventional wisdom puts feed costs at around 70 percent of a salmon farming company's overall costs, though several factors dictate the exact share.
By moving into the seafood sector, executives say they wanted to build a new platform for expansion in an area that continues to show growth as consumers look for healthier proteins.
"We want to build a strong position in this category like we made in chicken and pork," JBS Global CEO Gilberto Tomazoni told analysts during a call to discuss the company's second quarter earnings.
Democratic New Jersey Senator Bob Menendez and Republican Florida Senator Marco Rubio last month urged US Secretary of the Treasury Janet Yellen to renew their request that the US Committee on Foreign Investment in the United States (CFIUS) conduct a formal review of the transactions of JBS, its holding company J&F Investimentos, and any entity controlled by owners Wesley and Joesley Batista, whose wealth the lawmakers estimated at $6 billion (€5.1 billion).
The senators are now asking for a thorough review of "the national security implications" of all JBS SA acquisitions in the United States.
The lawmakers allege the company has expanded "by corruption, illicit financial activity, and unfair business practices that undermine legitimate methods of competition and harm US companies and consumers alike."