MIRA beats Roc Partners to win Vitalharvest battle

Macquarie Infrastructure and Real Assets has won the battle to acquire the Australian Securities Exchange-listed Vitalharvest Freehold Trust, overcoming Roc Partners after a three-month bidding war.

The trust’s responsible entity last week confirmed that it would recommend unitholders accept the 10th offer made by one of MIRA’s agriculture funds to acquire 100 percent of the units in the trust for A$1.33 per unit. The firm also offered to acquire all Vitalharvest’s assets for A$357.35 million ($272 million; €227million) should the scheme of arrangement fail to be approved by shareholders.

The deal represents a significantly higher bid from MIRA after it first offered A$1 per unit or A$300 million for the underlying assets in November 2020.

Roc Partners submitted a higher bid of A$1.08 in February 2021, sparking a bidding war that has resulted in the new offer price, which values Vitalharvest at around A$246 million. The Sydney-headquartered private equity firm, which this year launched its first agriculture-focused fund, had made the first bid at the final offer price of A$1.33 on June 7.

MIRA then matched that offer price on June 8 while announcing that it had also acquired or secured voting control of shares representing 20.9 percent of the total Vitalharvest units on issue. MIRA said it would use that power to vote against any Roc scheme, making it difficult for Roc to continue with any higher bid.

Roc Partners confirmed that it did not intend to raise its offer any further above A$1.33 per unit.

The firm’s partner Brad Mytton told Agri Investor: “Whilst we are disappointed that we weren’t able to secure the Vitalharvest assets, the fact that a well credentialed party looks to have picked up the assets at a lease rate in the low 5 percent range for a 20-year lease is exciting for Australian agriculture and other investors already in the sector.

“Ultimately they are great assets leased to a great counterparty so should expect to sell for a good price.”

Vitalharvest’s assets are 100 percent leased to Costa Group, one of Australia’s largest listed agribusinesses and food producers, on an initial 15-year term that commenced in 2011. Costa holds an option to extend the leases for a further 10 years from July 2026.

The management rights for Vitalharvest were acquired in June 2020 by ASX-listed real estate investor Primewest, as part of the latter’s wider push into Australian agriculture, which also acquired an 11.8 percent stake in the trust at the time. Primewest said in 2020 that it would support the Macquarie bid.