Central Soya OKs Sweetened Bid by Shamrock

Two weeks after making an initial offer for Central Soya, Shamrock Holdings, a private company owned by the Roy E. Disney family, on Monday boosted its price and reached a definitive agreement to acquire the Fort Wayne, Ind., agricultural firm in a cash tender offer valued at $303 million.

Burbank-based Shamrock, which already owns 1.5 million, or 10.9%, of Central Soya’s 14 million shares outstanding, said it will begin the cash tender offer for the remaining 12.5 million shares at $24.25 a share no later than April 5.

Shamrock had originally offered $23 a share, or a total of $287.5 million, for the remaining 89.1% interest.

The offer will be made through Shamrock Capital, a limited partnership led by Shamrock Holdings. The limited partners consist of indirect subsidiaries of Transcontinental Services Group of the Netherland Antilles and J. Rothschild Holdings of London. Both firms are traded on the London Stock Exchange.

The partners will contribute $90 million in equity capital and also have received commitment letters for more than $250 million in financing from a consortium of about a dozen unidentified banks. There is no lead bank.

Central Soya, an international agribusiness and food-processing company that had 1984 sales of $1.7 billion, closed Monday on the New York Stock Exchange at $23.875, up $1.75 on a volume of 188,700 shares.

With the Central Soya acquisition, Shamrock is departing from its traditional real estate, broadcasting and entertainment businesses, which consist primarily of a 5.2% interest in Walt Disney Productions. Roy E. Disney, chairman of Shamrock, is vice chairman and a director of Disney, which was co-founded by his father.

Shamrock, which does not disclose its financial results, owns and operates three TV stations in Santa Barbara, Honolulu and Lexington, Ky., and eight radio stations, including one in San Francisco.

Clifford A. Miller, a spokesman for Shamrock, said the purchase reflects the Disney family’s desire to diversify outside broadcasting and entertainment.

He said Shamrock studied a variety of possibilities, including financial services, cosmetics and various food businesses, including fast food.

“We examined a number of companies, but Central Soya kept staying on top,” Miller said. “We liked the idea . . . of a food-processing business. Central Soya has an excellent position . . . with lots of opportunity to improve margins that would go to bottom line.”

Donald P. Eckrich, president and chief executive of Central Soya, said in a statement: “We believe this is a very favorable proposal for Central Soya, its stockholders and employees, and we endorse wholeheartedly the merger with Shamrock and the association with the Roy E. Disney family and its partners.”

The tender offer is subject to various conditions, including that 75.3%, or 10.99 million, of Central Soya’s outstanding shares be tendered. That includes shares issuable on exercise of outstanding options.

Central Soya also granted Shamrock an option to purchase 2.58 million shares.

Pending completion of the transaction, Central Soya will not declare or pay its quarterly dividend.

Lazard Freres will be dealer/manager for the tender offer and Goldman, Sachs is the financial adviser to Central Soya.

Central Soya At A Glance A large processor and merchandiser of soybeans and grain, Central Soya also markets refined vegetable oils, soy protein and processed foods. Its earnings last year were adversely affected by the sluggish agricultural economy.

Year ended Aug. 31: 1984 1983 Revenue $1.73 $1.51 Billion Billion Net Income 18.7 24.3 Million Million

Assets: $5.6.5 million Employees: 5,400 Shares outstanding: 13.99 million Mondays closing price (NYSE): $23.875