Aerocool shareholders have voted overwhelmingly in favour of merging with Apata, despite a last minute take-over bid by EastPack.

At separate special general meetings late yesterday 95 per cent of Aerocool shareholders and 99 per cent of Apata shareholders voted in favour of the two kiwifruit post-harvest companies merging.

That is despite warnings from EastPack, which has a 3.5 per cent shareholding in Aerocool, that an exchange ratio of one Aerocool share for one Apata share is unfair from the perspective of Aerocool shareholders.

Apata managing director Stuart Weston says it was likely EastPack was the only Aerocool shareholder to vote against the merger.

'The boards of both companies are delighted with the support (of shareholders), and pleased that the benefits of a stronger company are obvious to our growers and shareholders,” says Stuart.

'This has been an extraordinary process given the goodwill evident the whole way through, and we're resolved to maintain our core values of integrity, performance and strong grower relationships. We're already well underway with planning for 2014 harvest and beyond, and see we're a stronger company as a result of this merge.”

Eastpack's eleventh hour bid to Aerocool shareholders followed an unsuccessful one earlier this year which Aerocool shareholders declined, opting instead to proceed with the merger with Apata, says Stuart.

'Eastpack's attempt to derail the merger is a public declaration that they're concerned about the competitive threat this larger company poses to them, as well they should be.

'Their doubt-creating strategy was too little too late, and I really had expected more from them. In any event we enjoyed the theatre, and grateful for the additional coverage we've received as a result. I invite any Eastpack growers to come and see me if they're at all interested in why Eastpack see us as such a threat.”

He says the late take-over offer galvanised Aerocool shareholders, and many who had intended not to go to be meeting but to vote by proxy, instead attended in person.

The new-look company to be called Apata Group Limited will 'go live” on November 30. There will be no redundancies and in effect it will be 'business as usual” as Apata and Aerocool have been working closely together since Aerocool came under the Apapta supply agreement with Zespri for 2013, says Stuart.

The new entity will have an 11 million tray capacity, service 250 growers in the Bay of Plenty, Northland, Auckland, Wanganui and Hawkes Bay – and manage up to 170ha of kiwifruit orchards.

Apata Group Limited will also be the largest avocado processing company in the Bay and is aligned with newly formed AVOCO, itself a merger between two former export rivals.

Eastpack CEO Tony Hawken says the company fully accepts the decision of the majority of Aerocool shareholders to vote for the merger with Apata, despite EastPack's warning against the move.

'Our concerns (regarding the merger) remain,” he says. EastPack will be looking to withdraw its shareholding in Aerocool, he says.

'EastPack is surprised that Aerocool directors have decided to accept a lot lower value for their shares than what they were asking (of EastPack) back in April which was in the vicinity of $1.70 per share,” says Tony.

In an earlier statement announcing its take-over bid Eastpack chairman Ray Sharp said Eastpack understood the primary motive of Aerocool's major shareholders – to merge with Apata – was to achieve economies of scale and operational benefits from being part of a larger group.

'However we do not want Aerocool to pursue a sub optimal transaction on the basis that its board feels amalgamation with Apata is the only option available to them. We have reviewed the documentation in relation to the amalgamation with Apata and sought independent advice from Grant Samuel & Associates. Our adviser has raised concerns regarding the level of indebtedness at Apata and believes that the proposed changes to the constitution will negatively impact on the realisable value of Aerocool shares,” Ray's statement said.

"As an Aerocool shareholder, EastPack does not wish to see the value of its investment impaired by the proposed amalgamation with Apata - and I'm sure neither do other Aerocool shareholders.

"As an Aerocool shareholder we are not willing to accept a 13 percent reduction in net asset backing per Aerocool share when Apata shareholders are benefiting from a 17 percent increase in net asset backing per share; and an increase in the total secured bank debt of the company from approximately $1.00 per tray to $1.88 per tray without clearly demonstrating how the company will service this level of debt going forward.

"We accept that shareholders may in due course choose not to accept EastPack's takeover offer but we encourage them to challenge their directors to justify why they should prefer an amalgamation with Apata on those proposed terms.”

The EastPack offer would have given small, non-grower shareholders the opportunity to realise 90 cents cash per Aerocool share rather than 'roll the dice with Apata in the hope that bringing two, smaller post-harvest operators together will deliver adequate cash returns to retire in excess of $13 million of secured bank term loans," Ray said.

Before the Aerocool special meeting Ray said EastPack would not remain as a shareholder of Aerocool if the amalgamation with Apata went ahead. 'We will exercise our right to receive a fair and reasonable price for the shares we currently hold.

"We are also prepared to take up the challenge of ensuring that all minorities who elect to vote against the proposed amalgamation with Apata exercise their buy out rights receive a fair and reasonable price."