Progressive

"Heatley was reluctant. His instinct was not to agree, but by then Rainbow had its back to the wall. Brierley’s had more mana, its executives had more longevity and credibility with the public and its campaign against the merger with Progressive had damaged Rainbow’s image and substantially diminished its market value. Rainbow had been overstretched and Heatley had been out-manoeuvred. ‘There is no question they intimidated us,’ Heatley says, although he told *Personal Investor* magazine afterwards, ‘I must add that if the situation was reversed, then I probably would have done the same thing.’[9](private://read/01jectdbce729daxqkxt7cbe8r/#mn14) Additionally, despite being willing to defend his ground, Heatley’s preference was the personal and cordial approach. He had never liked the public fight and knew that Rainbow could not win it. In fact, the battle of public opinion had already been fought and the outcome was that Rainbow shares were now trading for just over $2, about half their value since the battle for Progressive started. In April 1987, the wrangling was brought to an end with the announcement that BIL would buy 30 per cent of Rainbow Corporation from its directors. That would take BIL’s stake in Rainbow to 32 per cent and allow BIL to effectively control Woolworths."

"⁠But in February 1987, Rainbow and Progressive shocked Brierley’s and the rest of the market by announcing that they were intending to merge. The new company would be called Astral Pacific and it would have $580 million of shareholders’ funds and gross combined assets of $960 million. The purpose of the proposed merger was to consolidate Rainbow’s investment in Progressive and control all its cashflows. For a company like Rainbow that had an increasingly large debt to service but little cash, Progressive’s cashflow was alluring. The new venture would own Rainbow’s 20 per cent stake in Woolworths, so Astral Pacific would predominantly be a food company and would sell its other assets that did not fit. The two companies planned a stock swap to achieve the merger.⁠"

"In the heat of the animosity, Brierley’s executives were astonished to open the daily newspapers one day to find a full-page ad placed by Rainbow. Printed in large type were two quotes from Paul Collins, one from November 1986 saying that Brierley’s would not buy into Progressive and one in March 1987 saying that Brierley’s had just bought into Progressive. The headline, in an even larger font, simply said, ‘CONFUSED?’ This was followed by the text, ‘We don’t blame you.’ The ad went on to say that the ‘recent activities of BIL regarding the merger of Rainbow and Progressive have created confusion where before there was harmony and accord’. Shareholders of Rainbow and Progressive had approved the merger, the ad continued, which had also been assessed by independent consultants and considered fair and beneficial to the shareholders of both companies. It ended by recommending shareholders call their stockbrokers for further advice. Collins had seen nothing like it before in New Zealand. While corporates in the United States and United Kingdom sometimes engaged companies to do proxy solicitations and to make direct pitches to shareholders and potential investors, it was almost unheard of at home. Heatley was breaking new ground."