Offer for Robert Wiseman Dairies PLC (5812V)

TIDMRWD

RNS Number : 5812V

Unternehmensgruppe Theo Mueller

16 January 2012

Part I

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE 16 January 2012

Recommended Cash Offer

Muller Dairy (U.K.) Limited, a wholly-owned subsidiary of Unternehmensgruppe Theo Muller S.e.c.s ("Muller")

for

Robert Wiseman Dairies PLC

-- The Boards of Muller and Robert Wiseman Dairies PLC ("Wiseman") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Muller Dairy (U.K.) Limited ("Muller Dairy (UK)") (a wholly-owned subsidiary of Muller) for the entire issued and to be issued ordinary share capital of Wiseman (the "Offer").

-- The Offer will be 390 pence in cash for each Wiseman Share. Shareholders who were on the register as at 30 December 2011 will retain the right to the interim dividend of 5.75 pence per share, which has already been declared and which is payable on 2 February 2012.

-- The Offer values the fully diluted share capital of Wiseman at approximately GBP279.5 million.

   --           The Offer represents a premium of approximately:

-- 59.8 per cent. over the closing middle market price of 244 pence per Wiseman Share on 12 January 2012, the business day immediately prior to the commencement of the Offer Period;

-- 48.2 per cent. over the average closing middle market price per Wiseman Share of 263 pence over the three month period ended 12 January 2012, the business day immediately prior to the commencement of the Offer Period; and

-- 27.9 per cent. over the average closing middle market price per Wiseman Share of 305 pence over the twelve month period ended 12 January 2012, the business day immediately prior to the commencement of the Offer Period.

-- Muller is a Luxembourg incorporated company owned by Theo Muller. The Muller Group is a leading European dairy company with annual turnover of c.EUR2.2bn (2010). The Muller Group has an established presence in the UK, having had operations there since 1987, and it is the UK's overall market leader in chilled yoghurts and potted desserts.

-- Muller has received irrevocable undertakings to accept (or procure acceptance of) the Offer from Robert Wiseman, other Wiseman family members and trusts in respect of 24,845,981 Wiseman Shares, representing approximately 35.1 per cent. of the issued share capital of Wiseman as at the date of this announcement.

-- In addition, Muller has received irrevocable undertakings to accept (or procure acceptance of) the Offer from all the other Wiseman Directors, who hold 121,941 Wiseman Shares, representing approximately 0.2 per cent. of the issued share capital of Wiseman as at the date of this announcement.

-- Further, Muller has also received irrevocable undertakings to accept the Offer from certain institutional Wiseman Shareholders, namely F&C Fund Management Limited and F&C Management Limited, Aviva Global Investors Limited and Majedie Asset Management Limited in respect of 6,755,876 Wiseman Shares which they hold, representing approximately 9.5 per cent. of the issued share capital of Wiseman as at the date of this announcement.

-- Muller has also received a letter of intent from First Milk Limited to accept the Offer in respect of 7,162,026 Wiseman Shares which it holds, representing approximately 10.1 per cent. of the issued share capital of Wiseman as at the date of this announcement.

-- Muller therefore has received irrevocable undertakings and a letter of intent over a total of 38,885,824 Wiseman Shares, representing approximately 54.9 per cent. of the issued share capital of Wiseman as at the date of this announcement.

-- The Wiseman Directors, who have been so advised by Greenhill, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Wiseman Directors, Greenhill has taken into account the commercial assessments of the Board.

-- Accordingly, the Wiseman Directors intend to unanimously recommend that Wiseman Shareholders accept the Offer.

Commenting on the Offer, Robert Wiseman, Executive Chairman of Wiseman said:

"The combination of Muller and Wiseman makes strong commercial and strategic sense, creating a leading integrated dairy business in the United Kingdom with complementary positions in the yoghurt and potted desserts market and the fresh milk market.

Wiseman has its origins as a family business and, since listing in 1994, my family has retained a significant stake in the business. It is heartening to know that the business will become part of another family-owned business in Muller.

Muller's offer represents an attractive price for an outstanding business and Muller recognises the importance of Wiseman's management (who will continue to lead the business alongside Muller), employees and our best-in-class assets. These factors have contributed to the Board's recommendation of this transaction.

I very much look forward to playing a part in the next chapter of Wiseman's development."

Commenting on the Offer, Heiner Kamps, Chief Executive Officer of Muller said:

"This is an exciting strategic move by Muller to enter a new market segment in the UK. The combination of these complementary businesses will form a leading dairy player offering a range of exceptional products to our customers across the UK. This will create significant opportunities which will benefit suppliers, customers, consumers and employees.

Muller and Wiseman have highly complementary businesses and furthermore share a proud heritage, drive and culture built upon their foundations of family ownership.

We look forward to working with the experienced Wiseman team and combining our complementary skills and extensive experience in the dairy industry to create a larger business with enhanced prospects."

This summary should be read in conjunction with the full text of the following announcement including the Appendices. The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II sets out the sources and bases of certain financial and other information contained in this announcement. Appendix III contains details of the irrevocable undertakings and the letter of intent given to Muller. Appendix IV contains the definitions of certain terms used in this announcement.

Enquiries:

 
 Muller                              Tel: +352 266 309 10 
 Heiner Kamps 
 Alexander Truhlar 
 Rothschild (financial adviser)      Tel: +44 (0)20 7280 5000 
 Alex Masters 
 Rupert Howard 
 FTI (public relations) 
 Jonathon Brill (London)             Tel: +44 (0)20 7831 3113 
 Ivo Lingnau (Frankfurt)             Tel: +49 (0)69 9203 7133 
 
 Wiseman                             Tel: +44 (0)1355 244 261 
 William Keane 
 Graeme Jack 
 Greenhill (financial adviser)       Tel: +44 (0)207198 7400 
 Seamus Moorhead 
 Richard Hoyle 
 Investec (joint financial adviser   Tel: +44 (0)20 7597 5000 
  and broker) 
 Keith Anderson 
 Daniel Adams 
 Weber Shandwick Financial (public   Tel: +44 (0)20 7067 0700 
  relations) 
 Nick Oborne 
 Stephanie Badjonat

Further Information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Wiseman in any jurisdiction in contravention of applicable law.

Any acceptance or other response to the Offer should only be made on the basis of information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and, in the case of Wiseman Shares held in certificated form, the Form of Acceptance. Wiseman Shareholders are advised to read the formal documentation in relation to the Offer carefully in its entirety before making a decision with respect to the Offer.

Please be aware that addresses, electronic addresses and certain other information provided by Wiseman Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Wiseman may be provided to Muller and Muller Dairy (UK) during the Offer Period as required under Section 4 of Appendix 4 of the Code.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Muller and Muller Dairy (UK) and no-one else in connection with the Offer and will not be responsible to anyone other than Muller and Muller Dairy (UK) for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Offer or any other matters referred to herein.

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Wiseman and no-one else in connection with the Offer and will not be responsible to anyone other than Wiseman for providing the protections afforded to clients of Greenhill nor for providing advice in relation to the Offer or any other matters referred to herein.

Investec Bank plc ("Investec"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Wiseman and no-one else in connection with the Offer and will not be responsible to anyone other than Wiseman for providing the protections afforded to clients of Investec nor for providing advice in relation to the Offer or any other matters referred to herein.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. In particular, the Offer will not be made directly or indirectly into any Restricted Jurisdiction. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Wiseman Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from or within any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of an offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

You should note that, for the purposes of the above summary of Rule 8 of the Code, Muller Dairy (UK) is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in shares of Muller Dairy (UK) or Muller under Rule 8 of the Code.

Forward-looking statements

This announcement contains certain forward-looking statements, including statements regarding Muller's, Muller Dairy (UK)'s and Wiseman's plans, objectives and expected performance. Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements which are beyond the control of Muller, Muller Dairy (UK) and Wiseman, including, among others the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation or termination of contracts or licences; fluctuations in demand and pricing in the dairy industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. The reader is cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither Muller nor Muller Dairy (UK) nor Wiseman undertakes any obligation to update or revise any forward looking statement in this announcement except as required by applicable law or regulation.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Muller Group, the Wiseman Group or the enlarged Muller Group following completion of the Offer unless otherwise stated.

Publication of this announcement

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in any Restricted Jurisdictions, on www.muellergroup.com and www.wiseman-dairies.co.uk by no later than 12 noon on 17 January 2012.

The contents of Muller's website and Wiseman's website are not incorporated into and do not form part of this announcement.

Part II

FOR IMMEDIATE RELEASE 16 January 2012

Recommended Cash Offer

Muller Dairy (U.K.) Limited, a wholly-owned subsidiary of Unternehmensgruppe Theo Muller S.e.c.s ("Muller")

for

Robert Wiseman Dairies PLC

   1.         Introduction

The Boards of Muller and Robert Wiseman Dairies PLC ("Wiseman") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Muller Dairy UK Limited ("Muller Dairy (UK)") (a wholly-owned subsidiary of Muller) for the entire issued and to be issued ordinary share capital of Wiseman (the "Offer").

   2.         The Offer

The Offer, which will be on the terms and subject to the conditions set out in Appendix I to this announcement and to be set out in the Offer Document and, in the case of shares held in certificated form, the Form of Acceptance, will be made on the following basis:

 
 390p in cash   for each Wiseman Share

Shareholders who were on the register as at 30 December 2011 will retain the right to the interim dividend of 5.75 pence per share, which has already been declared and which is payable on 2 February 2012.

The Offer values the fully diluted share capital of Wiseman at approximately GBP279.5 million.

The Offer represents a premium of approximately:

-- 59.8 per cent. over the closing middle market price of 244 pence per Wiseman Share on 12 January 2012, the business day immediately prior to the commencement of the Offer Period;

-- 48.2 per cent. over the average middle market closing price per Wiseman Share of 263 pence over the three month period ended 12 January 2012, the business day immediately prior to the commencement of the Offer Period; and

-- 27.9 per cent. over the average middle market closing price per Wiseman Share of 305 pence over the twelve month period ended 12 January 2012, the business day immediately prior to the commencement of the Offer Period.

   3.         Irrevocable undertakings and letters of intent

Muller has received irrevocable undertakings to accept (or procure acceptance of) the Offer from Robert Wiseman, other Wiseman family members and trusts and the other Wiseman Directors who hold Wiseman Shares in respect of all the Wiseman Shares they hold, representing in aggregate 24,967,922 Wiseman Shares (approximately 35.3 per cent. of the issued share capital of Wiseman as at the date of this announcement). These undertakings will remain binding even in the event that a third party makes a competing offer for Wiseman and will cease to be binding only if the Offer lapses or is withdrawn.

Muller has also received irrevocable undertakings to accept the Offer from certain institutional Wiseman Shareholders, namely F&C Management Limited and F&C Fund Management Limited, Aviva Global Investors Limited and Majedie Asset Management Limited in respect of 6,755,876 Wiseman Shares, representing approximately 9.5 per cent. of the issued share capital of Wiseman as at the date of this announcement. These undertakings will cease to be binding in certain circumstances, as set out in Appendix III to this announcement.

Muller has also received a letter of intent from First Milk Limited to accept the Offer in respect of 7,162,026 Wiseman Shares which it holds, representing approximately 10.1 per cent. of the issued share capital of Wiseman as at the date of this announcement.

Muller therefore has received irrevocable undertakings and a letter of intent over a total of 38,885,824 Wiseman Shares, representing approximately 54.9 per cent. of the issued share capital of Wiseman as at the date of this announcement.

Further details of these irrevocable undertakings and the letter of intent to accept the Offer are set out in Appendix III to this announcement.

   4.         Background to and reasons for the Offer

Against the backdrop of challenging economic and market conditions, the United Kingdom food industry has continued to consolidate as suppliers look to drive productivity and deliver benefits to customers and consumers.

The combination of Muller and Wiseman brings together two complementary players in the British dairy industry - Wiseman as a leading producer of fresh milk and Muller as the leading producer of yoghurt and potted desserts. The combined group will have significantly enhanced scale in the United Kingdom, further increasing the breadth of the Muller group across Europe.

The combination will create a platform to enhance efficiency and competitiveness across both businesses through the sharing of best practice techniques. In addition, the complementary expertise of Muller and Wiseman will leave the businesses better placed to capitalise on growth opportunities.

Muller believes that the similar family values, culture and approach of Muller and Wiseman provide a sound foundation for a successful partnership.

   5.         Information relating to Muller

The Muller Group is a group of private companies ultimately owned by Theo Muller operating in the dairy sector. Muller is the current holding company of the Muller Group and is the ultimate controlling company of Muller Dairy (UK).

The Muller Group is a supplier of dairy products in Europe and is the market leader in chilled yoghurt and potted desserts in the UK through a range of products including its well-known "Muller Corner","Muller Light" and "Muller Rice" brands. The Muller Group's key customers are in the retail, food services and food manufacturing sectors, including leading supermarkets. At present, the Muller Group operates its business from one manufacturing site in the United Kingdom and a further four across Europe, with an approximate total of 4,700 employees and a combined annual turnover of around EUR2.2bn (2010).

In addition to the Muller Group, Theo Muller is the controller of other diverse international business interests in the food manufacturing, food retail and logistics sector. Notable brands from the chilled gourmet salad, the dressing and the fish delicacies markets, include HOMANN (the leading German brand in the gourmet salad market), Nadler, Hamker, as well as Lisner (the leading Polish brand in the gourmet salad and fish delicacies market), plus a number of different regional brands and private label products. The food retail business comprises the quick service fish restaurant chain NORDSEE, which is expanding internationally beyond its home markets in Germany and Austria. Theo Muller also controls Culina Group Ltd., a leading provider of chilled logistic services, in particular in the UK.

Together with the dairy business operated by the Muller Group, the businesses under the control of Theo Muller have a combined annual turnover of around EUR3.1bn (2010) and employ approximately 16,000 people.

Further information relating to Muller will be contained in the Offer Document.

   6.         Information relating to Muller Dairy (UK)

Muller Dairy (UK) is an indirect wholly-owned subsidiary of Muller and controls the existing sales, marketing and distribution operations of the Muller Group in the UK.

   7.         Information relating to Wiseman

The Wiseman business was founded in 1947 and today processes and delivers approximately one third of the fresh milk consumed in Britain and is the only fresh milk company with distribution covering every postcode in Britain. Wiseman operates from state-of-the-art facilities, having invested over GBP500m in developing its network of dairies and depots since its listing on the London Stock Exchange in 1994, more than any other fresh milk processor in the country.

Wiseman has a strong and diverse customer base, in both the supermarket and independent sectors. In recent years, Wiseman has expanded its business with the supermarkets and is a major supplier to many of the sector's leading players.

Wiseman employs over 5,000 people and operates from six major processing dairies in Aberdeen, East Kilbride, Glasgow, Manchester, Droitwich Spa and Bridgwater and 15 distribution centres around the country.

Wiseman has separately announced today its Interim Management Statement in respect of the period from 2 October 2011 to date.

   8.         Management, employees and locations

Muller attaches great importance to the skills, experience and industry knowledge of the existing management and employees of Wiseman, who have contributed to Wiseman's success to date, and whom Muller would anticipate playing an important role in the development of the enlarged business.

Muller views Wiseman's executive management team as a key strength of the business and intends that this team will continue to lead the Wiseman business alongside Muller and Muller intends to maintain Wiseman's headquarters in East Kilbride. Discussions between Muller and Wiseman's executive management in relation to specific roles in the enlarged group and terms of employment will take place after the Offer has completed.

Muller has no current intention to change the major locations of Wiseman's places of business or to re-deploy Wiseman's fixed assets and no proposals currently exist to change the conditions of, or continued employment of, any of Wiseman's employees. However, as with any acquisition, Muller expects, on gaining control of Wiseman, to review the business and may identify certain operational changes which may impact the group.

Muller confirms that, following the Offer becoming or being declared wholly unconditional, the existing contractual and statutory employment rights, including in relation to pensions, of all Wiseman Group employees will be safeguarded in accordance with statutory and contractual requirements.

   9.         Financing arrangements

The cash consideration payable by Muller Dairy (UK) to Wiseman Shareholders under the terms of the Offer will be funded through a combination of Muller's existing cash resources and the proceeds of a EUR250 million letter of credit that has been entered into by Muller Dairy (UK) with Deutsche Bank AG.

Rothschild is satisfied that Muller has the necessary financial resources available to satisfy full acceptance of the Offer.

   10.       Offer-related arrangements

On 6 January 2012 Wiseman and Muller entered into a non-disclosure agreement in a customary form in relation to the Offer.

   11.       Wiseman Share Schemes

The Offer will extend to any Wiseman Shares issued or unconditionally allotted prior to the date on which the Offer closes (or such earlier date as Muller may, subject to the Code, decide) including those Wiseman Shares allotted or issued as a result of the exercise of options or vesting of awards under the Wiseman Share Schemes.

Appropriate proposals will be made in due course to option holders and holders of awards under the Wiseman Share Schemes.

   12.       Disclosure of interests in Wiseman Shares

Muller confirms that it will make an Opening Position Disclosure on the date of this announcement, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

   13.       Delisting, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and Muller has acquired or agreed to acquire Wiseman Shares representing at least 75 per cent. of the voting rights attaching to the ordinary share capital of Wiseman, Muller intends to procure that Wiseman will make an application for the cancellation of the listing of the Wiseman Shares on the Official List and for the cancellation of trading of the Wiseman Shares on the London Stock Exchange's market for listed securities.

It is anticipated that the cancellation of listing on the Official List and cancellation of trading on the London Stock Exchange will take effect no earlier than 20 business days after either (i) Muller has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Wiseman Shares or (ii) the first date of issue of compulsory acquisition notices under Part 28 of the Companies Act 2006, as applicable. Muller will notify Wiseman Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced and the anticipated date of cancellation. The cancellation of the listing would significantly reduce the liquidity and marketability of any Wiseman Shares in respect of which the Offer has not been accepted at that time.

If Muller receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Wiseman Shares to which the Offer relates, Muller will exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining Wiseman Shares in respect of which the Offer has not been accepted.

It is also intended that, following the Offer becoming or being declared unconditional in all respects, Wiseman will be re-registered as a private company under the relevant provisions of the Companies Act 2006.

   14.       Further details of the Offer

Wiseman Shares will be acquired pursuant to the Offer fully paid, with full title guarantee and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party interests and rights of any nature whatsoever together with all rights now or hereafter attaching to them, including the right to receive and retain all dividends and other distributions (if any) declared, made or payable after the date of this announcement (other than Wiseman's interim dividend of 5.75 pence per Wiseman Share payable on 2 February 2012 to shareholders who were on the register as at 30 December 2011). If any other dividend or other distribution or a return of capital is proposed, declared, made, paid or becomes payable by Wiseman in respect of a Wiseman Share on or after the date of this announcement, Muller reserves the right to reduce the value of the consideration payable for each Wiseman Share under the Offer by up to the amount per Wiseman Share of such dividend, distribution or return of capital.

The Offer is subject to terms and conditions which are customary for a UK public offer and is not subject to any merger control condition in any jurisdiction.

   15.       Documentation

The Offer Document is being published and sent to Wiseman Shareholders today and is available at www.muellergroup.com.

A copy of this announcement, together with the irrevocable undertakings, letter of credit (and related facility agreement) and non-disclosure agreement referred to above, will be made available at www.muellergroup.com by no later than 12 noon on 17 January 2012 until the Offer closes.

   16.       Recommendation

The directors of Wiseman, who have been so advised by Greenhill, consider the terms of the Offer to be fair and reasonable. In providing advice to the Board of Wiseman, Greenhill has taken into account the commercial assessments of the directors of Wiseman.

Accordingly, the directors of Wiseman intend to unanimously recommend Wiseman Shareholders to accept the Offer, as the Wiseman Directors have irrevocably undertaken to do in respect of their own shareholdings amounting, in aggregate, to 12,811,837 Wiseman Shares (representing 18.1 per cent. of Wiseman's issued share capital as at the date of this announcement).

   17.       General

This announcement does not constitute an offer or an invitation to purchase any securities.

The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II sets out the sources and bases of certain financial and other information contained in this announcement. Appendix III contains details of the irrevocable undertakings and the letter of intent given to Muller. Appendix IV contains the definitions of certain terms used in this announcement.

Enquiries:

 
 Muller                              Tel: +352 266 309 10 
 Heiner Kamps 
 Alexander Truhlar 
 Rothschild (financial adviser)      Tel: +44 (0)20 7280 5000 
 Alex Masters 
 Rupert Howard 
 FTI (public relations) 
 Jonathon Brill (London)             Tel: +44 (0)20 7831 3113 
 Ivo Lingnau (Frankfurt)             Tel: +49 (0)69 9203 7133 
 
 Wiseman                             Tel: +44 (0)1355 244 261 
 William Keane 
 Graeme Jack 
 Greenhill (financial adviser)       Tel: +44 (0)20 7198 7400 
 Seamus Moorhead 
 Richard Hoyle 
 Investec (joint financial adviser   Tel: +44 (0) 20 7597 5000 
  and broker) 
 Keith Anderson 
 Daniel Adams 
 Weber Shandwick Financial (public   Tel: +44 (0) 20 7067 0700 
  relations) 
 Nick Oborne 
 Stephanie Badjonat

Further Information

Overseas jurisdictions

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of an offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Forward-looking statements

This announcement contains certain forward-looking statements, including statements regarding Muller's, Muller Dairy (UK) and Wiseman's plans, objectives and expected performance. Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements which are beyond the control of Muller, Muller Dairy (UK) and Wiseman, including, among others the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation or termination of contracts or licences; fluctuations in demand and pricing in the dairy industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. The reader is cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither Muller nor Muller Dairy (UK) nor Wiseman undertakes any obligation to update or revise any forward looking statement in this announcement except as required by applicable law or regulation.

Publication of this announcement

The contents of Muller's website and Wiseman's website are not incorporated into and do not form part of this announcement.

Information relating to Wiseman shareholders

Please be aware that addresses, electronic addresses and certain information provided by Wiseman shareholders, persons with information rights and other relevant persons for the receipt of communications from Wiseman may be provided to Muller and Muller Dairy (UK) during the offer period where requested under Section 4 of Appendix 4 of the Code.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

PART A

Conditions of the Offer

The Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Muller may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Muller may decide) (1) in nominal value of the Wiseman Shares to which the Offer relates, and (2) of the voting rights attached to those shares, provided that this condition shall not be satisfied unless Muller and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, shares in Wiseman carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Wiseman. For the purposes of this condition:

(i) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Wiseman; and

(ii) the expression "Wiseman Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act 2006;

(b) no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, professional association, institution, employee representative body, or any other such body or person whatsoever in any jurisdiction (each a Third Party and all collectively Third Parties) having decided or given notice of a decision to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Offer or its implementation or the acquisition or proposed acquisition of control of Wiseman, by any member of the Wider Muller Group, void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder or otherwise interfere with the same in each case to an extent which is material in the context of the Wider Wiseman Group, or impose material additional conditions or obligations with respect thereto, or otherwise materially challenge or require material amendment to the terms of the Offer;

(ii) require, prevent or materially delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider Muller Group or by any member of the Wider Wiseman Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any part of them) or to own or manage their respective assets or properties or any part of them to an extent in any such case which is material in the context of the Wider Muller Group or the Wider Wiseman Group, as the case may be, taken as a whole;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Muller Group, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares, loans or other securities (or the equivalent) in any member of the Wider Wiseman Group or to exercise management control over any such member to an extent which, is material in the context of the Wider Muller Group or the Wider Wiseman Group, as the case may be, taken as a whole;

(iv) save as pursuant to Chapter 3 of Part 28 of the Companies Act 2006 and to an extent which is material require any member of the Wider Muller Group or the Wider Wiseman Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) in, or any asset owned by, any member of the Wider Wiseman Group owned by any third party;

(v) result in a material delay in the ability of the Wider Muller Group, or render it unable to a material extent, to acquire some or all of the Wiseman Shares or require a divestiture by Muller or any member of the Wider Muller Group of any shares or other securities (or the equivalent) in Wiseman;

(vi) materially limit the ability of any member of the Wider Muller Group or the Wider Wiseman Group to co-ordinate or integrate its business, or any part of it, with the business or any part of the business of any other member of the Wider Muller Group and/or of the Wider Wiseman Group;

(vii) result in any material member of the Wider Wiseman Group or the Wider Muller Group ceasing to be able to carry on business under any name which it presently does so; or

(viii) otherwise adversely affect in any material respect any or all of the businesses, assets, liabilities, profits or prospects of any member of the Wider Muller Group or any member of the Wider Wiseman Group (including any action which would or might adversely affect or prejudice any of the status, licences, authorisations, exemptions or consents of any member of the Wider Muller Group or of the Wider Wiseman Group),

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such statute, regulation, order or decision or take any steps having expired, lapsed or been terminated;

(c) all necessary or appropriate authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, exemptions, permissions and approvals (Authorisations) in any jurisdiction for or in respect of the Offer or the proposed acquisition of all or any Wiseman Shares or other securities in, or control of, Wiseman by any member of the Wider Muller Group having been obtained on terms and in a form reasonably satisfactory to Muller from all appropriate Third Parties or persons with whom any member of the Wider Wiseman Group has entered into contractual arrangements where the absence of such Authorisations would have a materially adverse effect on the Wider Muller Group taken as a whole or the Wider Wiseman Group taken as a whole, as the case may be, and all such Authorisations, together with all Authorisations necessary or appropriate to carry on the business of any member of the Wider Wiseman Group where such business is material in the context of the Wider Wiseman Group taken as a whole remaining in full force and effect at the time at which the Offer has been declared or has become unconditional in all respects and there being no indication of any intention to revoke, withdraw, suspend, restrict, withhold or modify or not to grant or review any of the same where such revocation, withdrawal, suspension, restriction, withholding, modification or failure to grant or review would be material in the context of the Wider Wiseman Group or the Wider Muller Group, as the case may be, and all necessary statutory and regulatory obligations in any jurisdiction having been complied with by the Wider Wiseman Group;

(d) all necessary or appropriate filings or applications having been made by the Wider Wiseman Group in connection with the Offer, and all necessary or appropriate waiting periods (including extensions thereof) in respect of the Offer or its implementation under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Muller Group of any shares or other securities in, or control of, Wiseman;

(e) except as publicly announced to a Regulatory Information Service by or on behalf of Wiseman or as fairly disclosed by or on behalf of Wiseman prior to the Announcement Date there being no provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Wiseman Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition by Muller or any member of the Wider Muller Group of any shares or other securities (or the equivalent) in Wiseman or because of a change in the control or management of Wiseman or any member of the Wider Wiseman Group, would or might result in, to an extent which would or might reasonably be expected to be material in the context of the Wider Wiseman Group taken as a whole:

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any member of the Wider Wiseman Group, being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, prohibited or inhibited or becoming capable of being withdrawn, prohibited or inhibited;

(ii) any such agreement, authorisation, arrangement, licence, permit or other instrument or the rights, liabilities, obligations or interests of any member of the Wider Wiseman Group thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any member of the Wider Wiseman Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Wiseman Group, or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable or being enforced;

(v) the rights, liabilities, obligations or interests of any member of the Wider Wiseman Group in, or the business of any such member with, any person, company, firm or body (or any agreements relating to any such interest or business) being terminated, or adversely modified or affected;

(vi) the value of any member of the Wider Wiseman Group or its financial or trading position or profits or prospects being prejudiced or adversely affected;

(vii) any member of the Wider Wiseman Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation or assumption of any liability, actual or contingent, by any member of the Wider Wiseman Group,

and no event having occurred to the best of Wiseman's knowledge, the directors of Wiseman having made reasonable enquiries, which, under any provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Wiseman Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be reasonably likely to result in any of the events referred to in sub-paragraph (i) to (viii) of this condition;

(f) except as disclosed in the annual report and accounts of Wiseman for the year ended 2 April 2011, the interim results for the six month period ending 1 October 2011, as publicly announced to a Regulatory Information Service, or as otherwise fairly disclosed by or on behalf of Wiseman prior to the Announcement Date no member of the Wider Wiseman Group having since 2 April 2011:

(i) (save as between Wiseman and wholly-owned subsidiaries of Wiseman, or for Wiseman Shares issued pursuant to the exercise of options granted under the Wiseman Share -Schemes prior to the Announcement Date, or in the ordinary course of business) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class or securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(ii) (save for Wiseman Shares held in treasury and sold or transferred pursuant to the exercise of options granted under the Wiseman Share Schemes prior to the Announcement Date) sold or transferred or agreed to sell or transfer any Wiseman Shares held in treasury;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Wiseman to Wiseman or any of its wholly-owned subsidiaries;

(iv) other than pursuant to the Offer (and save for transactions between Wiseman and its wholly-owned subsidiaries or other than in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case;

(v) (save for transactions between Wiseman and its wholly-owned subsidiaries or other than in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(vi) (save as between Wiseman and its wholly-owned subsidiaries) made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vii) (save as between Wiseman and its wholly-owned subsidiaries) issued, authorised, or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or incurred or increased any indebtedness other than in the ordinary course of business;

(viii) (save for transactions between members of the Wiseman Group) purchased, redeemed or repaid, or announced any proposal to purchase, redeem or repay, any of its own shares or other securities or reduced or made any other change to or proposed the reduction or other change to any part of its share capital;

(ix) entered into, implemented, effected, varied, authorised proposed or announced its intention to enter into, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(x) entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or is reasonably likely to be restrictive on the business of the Wider Wiseman Group or which involves or is reasonably likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business, in each case which is, or is reasonably likely to be material in the context of the Wider Wiseman Group;

(xi) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement or arrangement with any director or senior executive of any member of the Wider Wiseman Group;

(xii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed in the Wider Wiseman Group;

(xiii) save in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xiv) agreed or consented to, any change to the trustees of any pension scheme, including the appointment of a trust corporation, to an extent in any such case which is material in the context of the Wider Wiseman Group taken as a whole;

(xv) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business which is material in the context of the Wider Wiseman Group taken as a whole;

(xvi) (other than in respect of a member of the Wider Wiseman Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action, or had any legal proceedings threatened or instituted against it for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any relevant jurisdiction having been taken or had any such person appointed;

(xvii) entered into any contract, transaction or arrangement which would be materially restrictive on the business of any member of the Wider Wiseman Group or the Wider Muller Group other than to a nature and extent which is normal in the context of the business concerned;

(xviii) waived or compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Wiseman Group; or

(xix) made any alteration to its memorandum or articles of association or other constitutional documents which is material in the context of the Offer;

(g) except as disclosed in the annual report and accounts of Wiseman for the year ended 2 April 2011, the interim results for the six month period ending 1 October 2011, as publicly announced to a Regulatory Information Service or as otherwise fairly disclosed by or on behalf of Wiseman prior to the Announcement Date since 2 April 2011:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Wiseman Group which is material in the context of the Wider Wiseman Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings or investigations having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Wiseman Group or to which any member of the Wider Wiseman Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by any Third Party against or in respect of any member of the Wider Wiseman Group having been commenced, announced or threatened in writing by or against or remaining outstanding in respect of any member of the Wider Wiseman Group in each case which might reasonably be expected to have a material adverse effect on the Wider Wiseman Group taken as a whole;

(iii) no contingent or other liability having arisen or become apparent to any member of the Wider Muller Group which would or might reasonably be expected to materially and adversely affect the Wider Wiseman Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Wiseman Group, which is necessary for the proper carrying on of its business in the form carried on as at the Announcement Date and the withdrawal, cancellation, termination or modification of which is reasonably likely to materially and adversely affect the Wider Wiseman Group taken as a whole;

(h) except as disclosed in the interim results for Wiseman for the six month period ending 1 October 2011, as publicly announced to a Regulatory Information Service prior to the Announcement Date or as otherwise fairly disclosed by or on behalf of Wiseman by such date, Muller not having discovered:

(i) that any financial, business or other information concerning the Wider Wiseman Group publicly announced or disclosed at any time by or on behalf of any member of the Wider Wiseman Group to the Wider Muller Group, is misleading, contains a misrepresentation of any fact or omits to state a fact necessary to make that information not misleading to a material extent in the context of the Wider Wiseman Group taken as a whole;

(ii) that any present member of the Wider Wiseman Group or any partnership, company or other entity in which any member of the Wider Wiseman Group has a significant economic interest and which is not a subsidiary undertaking of Wiseman, is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and accounts for Wiseman for the year ending 2 April 2011 and which is material in the context of the Wider Wiseman Group taken as a whole;

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Wiseman Group and which is material in the context of the Wider Wiseman Group taken as a whole;

   (i)      except as fairly disclosed prior to the Announcement Date, Muller not having discovered:

(i) that any past or present member of the Wider Wiseman Group has not complied with all applicable legislation, regulations or other requirements of any jurisdiction with regard to the use, treatment, storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or that there has otherwise been a material emission, discharge, disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) which would, in any case, be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Wiseman Group and which is material in the context of the Wider Wiseman Group taken as a whole;

(ii) that there is or is reasonably likely to be any liability (whether actual or contingent) on the part of any past or present member of the Wider Wiseman Group to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Wiseman Group, under any environmental legislation, regulation, notice, circular or order of any Third Party which is material in the context of the Wider Wiseman Group taken as a whole; or

(iii) that circumstances exist (whether as a result of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting, (or whereby any member of the Wider Wiseman Group would be reasonably likely to be required to institute), an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any member of the Wider Wiseman Group, which is material in the context of the Wider Wiseman Group taken as a whole.

For the purposes of these Conditions, "fairly disclosed" means fairly disclosed in any information delivered to an Information Recipient in respect of the Offer.

"Information Recipient" means any director or employee of any member of the Wider Muller Group and/or any professional advisers engaged by any member of the Wider Muller Group in connection with the Offer.

PART B

Certain further terms of the Offer

(a) Subject to the requirements of the Panel, Muller reserves the right in its sole discretion to waive all or any of Conditions in Part A above in whole or in part except for Condition (a).

(b) Conditions (b) to (i) (inclusive) must each be fulfilled, determined by Muller to be or to remain satisfied or (if capable of waiver) be waived by no later than 11.59 p.m. on the 21st day after the later of the first closing date of the Offer and the date on which Condition (a) is fulfilled (or in each case such later date as Muller may, with the consent of the Panel, decide).

(c) Muller shall be under no obligation to waive (if capable of waiver) or to determine to be satisfied, or to treat as fulfilled, any of the Conditions (b) to (i) (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that some of the other Conditions may at some earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

(d) If the Panel requires Muller to make an offer for any Wiseman Shares under the provisions of Rule 9 of the Code, Muller may make such alterations to the Conditions, including Condition (a), as are necessary to comply with the provisions of that Rule.

(e) The Wiseman Shares which will be acquired under the Offer will be acquired by Muller fully paid, with full title guarantee and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party interests and rights of any nature whatsoever and together with all rights now or hereafter attaching to them, including, without limitation, the right to receive and retain all dividends and other distributions (if any) declared, made or payable after the date of this announcement (other than Wiseman's interim dividend of 5.75 pence per Wiseman Shares payable on 2 February 2012 to shareholders who were on the register as at 30 December 2011).

(f) Muller reserves the right, with the agreement of the Wiseman Directors and the Panel (if required), to elect to implement the Offer by way of scheme(s) of arrangement pursuant to Part 26 of the Companies Act 2006. In such event, such offer will be implemented on the same terms (subject to appropriate amendments as may be required by law or regulation), so far as applicable, as those that would apply to the Offer. In particular, Condition (a) will not apply and the following further conditions which are not intended to be capable of waiver will apply:

(i) approval of the scheme of arrangement at the court meeting (or any adjournment thereof) by a majority in number representing 75 per cent. or more in value present and voting, in person or by proxy, of the holders of Wiseman Shares (or the relevant class thereof);

(ii) the resolutions required to approve and implement the scheme of arrangement being those set out in the notice of general meeting of the Wiseman Shareholders being passed by the requisite majority at such general meeting; and

(iii) the sanction of the scheme of arrangement and confirmation of any associated reduction of capital that is part of such scheme by the Court (in each case with or without modification, and any such modification to be on terms reasonably acceptable to Wiseman and Muller) and an office copy of the orders of the Court sanctioning the scheme of arrangement and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies and being registered by him.

(g) If the Offer lapses it will cease to be capable of further acceptance. Shareholders who have accepted the Offer and Muller shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

(h) The Offer will lapse if it is referred to the Competition Commission on or before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.

(i) The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

(j) This Offer will be governed by English law and be subject to the jurisdiction of the English Courts, to the conditions set out above, the further terms set out below and in the formal Offer Document and related form of acceptance. The Offer will comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the Code.

(k) The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) or foreign commerce of, or of any facilities of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

(l) The Offer will be on the terms and will be subject to the Conditions set out in this Appendix I, those terms which will be set out in the Offer Document and (in the case of Wiseman Shares held in certificated form) the Form of Acceptance, such further terms as may be required to comply with the Takeover Code and other applicable law. Each Condition shall be regarded as a separate Condition and shall not be limited by reference to any other Condition. This announcement does not constitute an offer or invitation to purchase Wiseman Shares or any other securities.

APPENDIX II

SOURCES AND BASES

In this announcement:

   1.         Unless otherwise stated:

-- Financial information relating to the Wiseman Group has been extracted or derived (without any adjustment) from the Wiseman PLC audited annual report and accounts for the year ending 2 April 2011 and the unaudited interim results for the six month period ending 1 October 2011.

-- Financial information relating to Muller has been extracted from Muller consolidated financial information 2010.

-- The value of the Offer based on the offer price of 390 pence per Wiseman Share is calculated on the basis of the fully diluted number of Wiseman Shares in issue referred to in paragraph 3 below.

2. As at the close of business on 13 January 2012 (being the last business day prior to the Announcement Date), Wiseman had in issue 70,780,218 Wiseman Shares. The ISIN Number for Wiseman Shares is GB0007442014.

3. The fully diluted share capital of Wiseman as at 13 January 2012 (being 71,664,815 Wiseman Shares) is calculated on the basis of:

   --      the number of Wiseman Shares referred to in paragraph 2 above; and

-- any further Wiseman Shares which may be issued on or after the Announcement Date on the exercise of options with an exercise price lower than 390 pence or the vesting of awards under the Wiseman Share Schemes, amounting to 884,597 Wiseman Shares as at 13 January 2012.

4. Unless otherwise stated, all prices and closing prices for Wiseman Shares are closing middle market quotations derived from the Daily Official List.

5. The premium calculations to the price per Wiseman Share have been calculated by reference to:

-- a price of 244 pence per Wiseman Share being the closing price on 12 January 2012, the business day immediately prior to the commencement of the Offer Period;

-- the average closing middle market price per Wiseman Share of 263 pence over the three month period ended 12 January 2012, the business day immediately prior to the commencement of the Offer Period is derived from data provided by Bloomberg; and

-- the average closing middle market price per Wiseman Share of 305 pence over the twelve month period ended 12 January 2012, the business day immediately prior to the commencement of the offer period is derived from data provided by Bloomberg.

APPENDIX III

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Part A - Wiseman Directors and their connected persons

The following Wiseman Directors have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their own beneficial holdings of issued and to be issued Wiseman Shares as follows:

 
 Name of Wiseman Director    Number of Wiseman   Percentage of the issued 
                              Shares              share capital of Wiseman 
                                                  (per cent.) 
 Robert Wiseman              12,689,896          17.93 
 William Keane               29,565              0.04 
 Gerard Sweeney              13,074              0.02 
 David Dobbins               19,400              0.03 
 Martyn Mulcahy              37,802              0.05 
 Norman Murray               12,100              0.02 
 Ernest Finch                5,000               0.01 
 Jack Perry                  5,000               0.01

These irrevocable undertakings will remain binding in the event that a third party makes a competing offer and will only cease to be binding in the event that the Offer Document is not published within seven days of this announcement or if the Offer lapses or is otherwise withdrawn. The irrevocable undertaking given by Robert Wiseman permits him to transfer all or part of his holding of Wiseman Shares to family members, provided that any such transferee enters into an irrevocable undertaking with Muller in equivalent terms in respect of the Wiseman Shares which are the subject of the transfer.

Part B - Other Wiseman Shareholders

Wiseman Family Shareholders

The following Wiseman Shareholders which are Wiseman family members or related trusts of Robert Wiseman have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their own beneficial holdings of Wiseman Shares as follows:

 
 Name of Wiseman                Number of Wiseman   Percentage of the 
  Director                       Shares              issued share capital 
                                                     of Wiseman (per cent.) 
 Robert T. Wiseman's 
  Accumulation & Maintenance 
  Trust                         128,009             0.18 
 Robert T. Wiseman's 
  Interest In Possession 
  Trust                         31,762              0.04 
 Alan Wiseman                   8,996,314           12.71 
 Margaret Wiseman               1,000,000           1.41 
 Gavin Wiseman                  2,000,000           2.83

Institutional Wiseman Shareholders

The following institutional Wiseman Shareholders have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their own beneficial holdings of Wiseman Shares as follows:

 
 Name of Wiseman             Number of Wiseman   Percentage of the 
  Shareholder                 Shares              issued share capital 
                                                  of Wiseman (per cent.) 
 F&C Management Limited 
  (1)                        3,572,126           5.05 
 Aviva Investors 
  Global Services 
  Limited                    1,609,115           2.27 
 Majedie Asset Management 
  Limited                    1,574,635           2.22

(1) This undertaking was given jointly with F&C Fund Management Limited

These undertakings will remain binding in the event of a competing offer being made unless the value of such competing offer represents an improvement of 10 per cent or more on the value of the consideration offered under the Offer and where such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.7 of the Code, and, in the case of the undertaking from Aviva Investors Global Services Limited, if any such higher offer is not met with a higher revised offer by Muller within 14 days of such (third party) higher offer being made.

Muller has also received a non-binding letter of intent from First Milk Limited to accept the Offer in respect of 7,162,026 Wiseman Shares representing approximately 10.12 per cent. of the issued share capital as at the date of this announcement.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

 
 "Announcement Date"            16 January 2012 
 "Code"                         the City Code on Takeovers and Mergers 
 "Companies Act "               the Companies Act 2006 
 "Daily Official List"          the Daily Official List of the London 
                                 Stock Exchange 
 "Form of Acceptance"           the form of acceptance and authority 
                                 relating to the Offer which will, in 
                                 the case of Wiseman Shareholders who 
                                 hold their Wiseman Shares in certificated 
                                 form (other than Wiseman Shareholders 
                                 in a Restricted Jurisdiction), accompany 
                                 the Offer Document 
 "Greenhill"                    Greenhill & Co. International LLP 
 "Investec"                     Investec Bank plc 
 "Muller"                       Unternehmensgruppe Theo Muller S.e.c.s, 
                                 a Luxembourg limited partnership and 
                                 the principal holding company of the 
                                 Muller Group, and/or where the context 
                                 requires, Muller Dairy (UK) 
 "Muller Dairy (UK)"            Muller Dairy (U.K.) Limited, a company 
                                 incorporated in the UK with registered 
                                 number 02092691 and whose registered 
                                 office is at Shrewsbury Road, Market 
                                 Drayton, Shropshire TF9 3SQ 
 "Muller Group"                 Muller and its subsidiary undertakings 
 "Offer"                        the recommended cash offer to be made 
                                 by Muller Dairy (UK) a wholly-owned 
                                 subsidiary of Muller, to acquire all 
                                 of the Wiseman Shares on the terms 
                                 and subject to the conditions to be 
                                 set out in a Offer Document and the 
                                 Form of Acceptance relating thereto 
                                 and, where the context so requires, 
                                 any subsequent revision, variation, 
                                 extension or renewal of such offer 
 "Offer Document"               the formal offer document to be sent 
                                 to Wiseman Shareholders on behalf of 
                                 Muller Dairy (UK) containing the terms 
                                 and conditions of the Offer and any 
                                 subsequent document containing the 
                                 Offer 
 "Offer Period"                 the period beginning on and including 
                                 13 January 2012 and ending on the latest 
                                 of (i) 1.00 p.m. (London time) on the 
                                 first closing date of the Offer, (ii) 
                                 the time and date on which the Offer 
                                 becomes unconditional as to acceptances 
                                 and (iii) the time and date on which 
                                 the Offer lapses or is withdrawn 
 "Panel"                        the Panel on Takeovers and Mergers 
 "Restricted Jurisdiction"      any jurisdiction where local laws or 
                                 regulations may result in a significant 
                                 risk of civil, regulatory or criminal 
                                 exposure for Muller, Muller Dairy (UK) 
                                 or Wiseman if information or documentation 
                                 concerning the Offer is sent or made 
                                 available to Shareholders in that jurisdiction 
 "Rothschild"                   N M Rothschild & Sons Limited 
 "significant interest"         a direct or indirect interest in ten 
                                 per cent. or more of the equity share 
                                 capital (as defined in the Companies 
                                 Act). 
 "subsidiary" and "subsidiary   have the meanings given to them in 
  undertaking"                   the Companies Act 
 "UK" or "United Kingdom"       the United Kingdom of Great Britain 
                                 and Northern Ireland 
 "UK Listing Authority"         the Financial Services Authority as 
                                 the competent authority under Part 
                                 VI of the Financial Services and Markets 
                                 Act 2000 
 "United States"                the United States of America, its territories 
                                 and possessions, any state of the United 
                                 States of America, the District of 
                                 Columbia, and all other areas subject 
                                 to its jurisdiction 
 "Wiseman"                      Robert Wiseman Dairies PLC, a company 
                                 incorporated in Scotland with registered 
                                 number SC146494, and whose registered 
                                 office is 159 Glasgow Road, East Kilbride, 
                                 Glasgow G74 4PA 
 "Wiseman Group"                Wiseman and its subsidiary undertakings 
 "Wiseman Shareholders"         the registered holders of Wiseman Shares 
  or "Shareholders"              from time to time 
 "Wiseman Shares"               the existing unconditionally allotted 
                                 or issued and fully paid ordinary shares 
                                 of 10p each in the capital of Wiseman 
                                 and any further such shares which are 
                                 unconditionally allotted or issued 
                                 and fully paid before the date on which 
                                 the Offer closes (or such earlier date(s) 
                                 as Muller Dairy (UK) may, subject to 
                                 the Code, determine), including any 
                                 such shares so unconditionally allotted 
                                 or issued pursuant to the exercise 
                                 of options granted under the Wiseman 
                                 Share Schemes 
 "Wiseman Share Schemes"        the Robert Wiseman Dairies PLC 1994 
                                 Employee Share Option Scheme, the Robert 
                                 Wiseman Dairies PLC 2003 Approved Share 
                                 Option Scheme, the Robert Wiseman Dairies 
                                 PLC 2003 Unapproved Share Option Scheme, 
                                 the Robert Wiseman Dairies PLC 2003 
                                 Sharesave Scheme, the Robert Wiseman 
                                 Dairies PLC Long Term Incentive Plan 
                                 and the Robert Wiseman Dairies PLC 
                                 Deferred Bonus Plan 
 "Wider Muller Group"           Muller and the subsidiaries and subsidiary 
                                 undertakings of Muller (including any 
                                 joint venture, partnership, firm or 
                                 company in which any member of the 
                                 Muller Group has a significant interest 
                                 or any undertaking in which Muller 
                                 and such undertakings (aggregating 
                                 their interests) have a significant 
                                 interest) 
 "Wider Wiseman Group"          Wiseman and the subsidiaries and subsidiary 
                                 undertakings of Wiseman (including 
                                 any joint venture, partnership, firm 
                                 or company in which any member of the 
                                 Wiseman Group has a significant interest 
                                 or any undertaking in which Wiseman 
                                 and such undertakings (aggregating 
                                 their interests) have a significant 
                                 interest). 
 "GBP" or "Sterling"            pounds sterling, the lawful currency 
                                 for the time being of the UK and references 
                                 to "pence" and "p" shall be construed 
                                 accordingly

All references to time in this announcement are to London time.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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