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COVID-19 Impact on proposed strategic investment in Afimilk

M&A22 March 2020LICFinancials

Private Bag 3016
Hamilton 3240

New Zealand


0800 651 156

www.lic.co.nz

LIC is the trading name of Livestock Improvement Corporation Limited

Market Announcement

23 March 2020


COVID-19 IMPACT ON PROPOSED AFIMILK STRATEGIC INVESTMENT


Livestock Improvement Cooperation (NZX: LIC) acknowledges COVID-19 is having a significant impact

on businesses and economies globally. The global impacts are expected to be substantial and continue

for the foreseeable future.


LIC has received a number of questions from shareholders about the impact of COVID-19 on the

proposed strategic investment in Afimilk announced to the market by LIC on 19 February 2020.


Afimilk operates in markets currently most impacted by COVID-19 namely Europe, USA and China.

While the long-term impact is uncertain, there will be at least a short-term impact on the Afimilk

business.


In addition, given current border closures, and other movement restrictions, an efficient transfer of

governance will be difficult.


As outlined in the Notice of Meeting, the parties were discussing, and are continuing to discuss, a

potential sale by LIC of complementary parts of its automation business to Afimilk. These discussions

are continuing but some due diligence activity has had to be deferred given the travel restrictions in

place.


There is a material current impact on the LIC acquisition price.


The Notice of Meeting assumed an NZD/USD exchange rate of 0.64 for the purpose of setting out the

financial aspects of the transaction in New Zealand dollars. At 10:00am NZ time on 20 March 2020 this

rate had reduced to 0.5675.


Assuming an exchange rate of 0.5675 on 1 June 2020 the amount required to be paid by LIC for the

proposed 50% stake in Afimilk would increase from NZD108.7m to NZD123.3m, an increase of

NZD14.6m.


While the acquisition is conditional on there being no material adverse effect specifically affecting the

Afimilk business, the definition contains a number of typical exclusions (and excludes pandemics). The

agreement does not give LIC the ability to unilaterally defer the acquisition.


The acquisition remains conditional on a number of other matters (including LIC shareholder

approval). If LIC shareholders do not approve the acquisition, the LIC shareholder approval

condition will not be met.

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Shareholders can vote for or against electronically (at investment.lic.co.nz or on LIC’s website), by

post or by appointing a proxy until 10.30am on Sunday 5 April.


As announced to the market on 20 March 2020, a virtual meeting will now replace the in-person

Special Meeting at 10.30am, Tuesday 7 April 2020 with online registration from 10.15am. The

meeting will be livestreamed on LIC’s website (https://www.lic.co.nz/livestream/).


LIC will continue to update the market in line with its continuous disclosure obligations.

Ends


For investor relations questions, please contact:

Gillian Brennan

Company Secretary

Gillian.Brennan@lic.co.nz

+64 7 856 0700


For media enquiries, please contact:

Jo Jalfon

Communications Manager

Jo.Jalfon@lic.co.nz

+64 27 297 1904


About LIC


LIC is a farmer-owned co-operative that provides a range of services and solutions to improve the

productivity and prosperity of farmers. This includes dairy genetics, information technology, herd

testing, DNA parentage verification and farm advisory services through FarmWise. Subsidiary

business LIC Automation also provides integrated automation systems and unique milk testing

sensors that present real-time data while a cow is being milked. With origins dating back to 1909, LIC

has a long history of world-leading innovations for the dairy industry. Today the New Zealand-based

co-operative employs more than 700 permanent staff, swelling to 2000 during the peak dairy mating

season. LIC also has offices in the United Kingdom, Ireland and Australia. All LIC profit is returned to

its farmer owners/shareholders in dividends or re-invested for new solutions and research and

development. www.lic.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.