TAR GET’S STATE MENT AUSPINE LIMITED Auspine Directors ABN 48 004 289 730 recommend that YOU REJECT GUNNS’ OFFER For personal use only www.auspine.com.au How to REJECT the IMPORTANT NOTICES Gunns’ Takeover Offer TO SHAREHOLDERS Nature of this document This document is a Target Statement issued by Auspine Limited 1 Take no action under Part 6.5 Division 3 of the Corporations Act and in response to Gunns Limited’s Bidder Statement and Offer dated 13 June 2007. If you are in any doubt as to how to deal with this document, you should consult your broker or other professional adviser as soon 2 Ignore all as possible. Defined Terms documents Capitalised terms and certain abbreviations used in this Target sent to you Statement are defined in the Glossary and Interpretation on page 38. Investment Advice Disclaimer by Gunns This Target Statement does not take into account the individual investment objectives and constraints of any Auspine shareholder or any other person and as such should not be relied upon as the To make a fully informed decision, sole basis of any investment decision regarding the proposed you should read this Target’s takeover offer. Independent financial and taxation advice should be sought before making any investment decision. Statement in its entirety. If you have any questions, please send an email to the Forward-Looking Statements Disclaimer Auspine Shareholder email helpline: Some of the statements appearing in this Target Statement are [email protected] or visit our website forward-looking statements. Forward-looking statements involve known and unknown risks, key considerations, uncertainties, at www.auspine.com.au assumptions and other important factors that could cause the actual results, performance or achievements of Auspine to be materially different from future results, performance or achievements expressed or implied by such statements. You are cautioned not to place undue reliance on any forward-looking statement. Other than required by law, neither Auspine nor any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement in this Target Statement will actually occur or that other events will not occur. The forward-looking statements in this Target Statement reflect views held only as at the date of this Target Statement. ASIC Disclaimer A copy of this Target Statement has been lodged with ASIC. For personal use only Neither ASIC nor any of its officers take any responsibility for the content of this Target Statement. Key dates Date of Gunns’ Bidder’s Statement 13 June 2007 Date of this Target’s Statement 12 July 2007 Gunns Offer expires (unless extended) 7pm AEST on 27 July 2007 CHAIRMAN’S LETTER 12 July 2007 Dear Auspine Shareholder, The Board of Auspine unanimously recommends that you REJECT the Gunns’ Takeover Offer. On the 15th May 2007, Gunns Limited (“Gunns”) announced it had entered into an agreement with a small number of Auspine Limited (“Auspine”) shareholders to acquire approximately 25% of the issued shares in Auspine. The Gunns’ Takeover Offer merely discharges its legal obligation to make an offer on the same terms and conditions as its bid for the 25% minority shareholding in Auspine. This Target’s Statement sets out your Directors’ reasons for recommending that you REJECT the Gunns’ Takeover Offer, as follows: 1 Mr Adrian de Bruin, the Company’s largest Shareholder has rejected the Offer; 2 The Independent Expert’s Valuation considers that the offer is – NOT FAIR; 3 The Gunns’ Takeover Offer considerably undervalues the net assets and strategic benefits available to Gunns upon 100% acquisition of Auspine; 4 The Gunns’ Takeover Offer is opportunistic; 5 The Gunns’ Takeover Offer has adverse tax implications for Auspine Shareholders; and 6 If you accept the Gunns’ Takeover Offer you will be unable to accept a higher alternative offer. Mr de Bruin and your Board consider that as a result of the sale of a 25% minority interest in the Company to Gunns, Auspine is now “in play” and is likely to be acquired either by Gunns for an increased consideration or another party for an increased consideration. In the unanimous opinion of your Board, if Gunns wishes to acquire Auspine it should make another offer which is both fair and is conditional upon acquiring at least 90% of the Company such that Gunns can be certain: • it will gain the full benefit of business synergies; • it can eliminate Auspine’s deferred tax liability of $74.2 million, which is worth $1.38 per share; and • any Auspine Shareholders accepting a scrip for scrip offer will be certain to gain Capital Gains Tax rollover relief. To reject the Gunns’ Takeover Offer, simply TAKE NO ACTION and IGNORE all documents sent to you by Gunns. Your Directors continue to work in your best interest. We will continue to keep you informed of all material developments. For personal use only Yours sincerely Paul Teisseire Chairman of Directors AUSPINE LIMITED TARGET’S STATEMENT 1 CONTENTS TITLE PAGE The Reasons Why you should Reject the Offer 3 Detailed Reasons for Directors’ Recommendation 4 Frequently Asked Questions 24 Information Relating to your Directors 27 Independent Experts Report 30 Your Choices as an Auspine Shareholder 31 Auspine Business Overview 32 Other Material Information 35 Authorisation of Target Statement 37 Glossary and Interpretation 38 ANNEXURE A – Independent Expert’s Report 39 AUSPINE DIRECTORS RECOMMEND THAT YOU REJECT GUNNS’ OFFER For personal use only 2 THE REASONS WHY YOU SHOULD REJECT THE OFFER 1 Auspine’s major Shareholder, Managing Director, Chief Executive Officer and founder Mr Adrian de Bruin does not intend to accept the Gunns’ Takeover Offer. 2 The Independent Expert’s Report has assessed the Gunns’ Takeover Offer to be NOT FAIR. 3 The Gunns’ Takeover Offer considerably undervalues the net assets, tax benefits and dominant position in the softwood industry available to Gunns upon 100% acquisition of Auspine. 4 The Gunns’ Takeover Offer is opportunistic. 5 The Gunns’ Takeover Offer has adverse tax implications for Auspine Shareholders. 6 If you accept the Gunns’ Takeover Offer you will be unable to accept a higher offer if such an offer emerges from a third party. For personal use only AUSPINE LIMITED TARGET’S STATEMENT 3 DETAILED REASONS FOR DIRECTORS’ RECOMMENDATION 1 Auspine’s major Shareholder, Managing Director, Chief Executive Officer and founder Mr Adrian de Bruin does not intend to accept the Gunns’ Offer. On the 18th April 2007 a small number of Auspine Shareholders (Participating Shareholders) invited professional and sophisticated investors to tender for approximately 25% of Auspine, subject to the provisions of ASIC Policy Statement 102. The policy statement requires that a successful tenderer must proceed to make an offer to acquire the remaining shares in the Company and must obtain relief from ASIC to complete any acquisition. Under the terms of the relief granted, ASIC required Gunns to make a full takeover bid within 30 days of the tender acquisition and that the terms of that offer be no less favourable than those offered to Participating Shareholders and include a cash offer alternative. This Offer from Gunns merely discharges its legal obligation to make an offer on the same terms and conditions of its successful bid for a 25% minority position in Auspine. Auspine’s major Shareholder, Mr Adrian de Bruin who controls 29.3% of Auspine shares, does not intend to accept this Gunns Takeover Offer as it does not represent adequate value. Accordingly, Gunns will not achieve the 80% acceptance threshold necessary to permit Auspine Shareholders (who elects to accept the Gunns’ Takeover Offer by scrip for scrip transfer) to obtain Capital Gains Tax (CGT) rollover relief. Furthermore, Gunns will not be able to obtain any of the synergies that would flow from gaining 100% control of Auspine including the elimination of the deferred tax liability of $74.2 million as it will not be able to consolidate Auspine for taxation purposes. In your Board’s opinion, if Gunns now wishes to acquire 100% of Auspine it should make an offer which is fair and reflects the full value that all Shareholders should expect from a bid that results in Gunns acquiring 100% of Auspine’s Shares. For personal use only 4 DETAILED REASONS FOR DIRECTORS’ RECOMMENDATION $7.20 $7.00 $7.09 $6.80 $6.60 $6.40 $ per share $6.20 $6.00 $6.15 $5.80 Gunns’ Offer Price *Adjusted Net Assets (Highpoint Value) * Adjusted Net Assets per share (as assessed by the Independent Expert in its valuation) and after adjusting for the elimination of the deferred tax liability “Auspine’s major Shareholder does not intend to accept the Gunns Offer in its present form.” 2 The Independent Expert Report has assessed the Gunns Takeover Offer to be NOT FAIR1. i) The Independent Expert engaged by the Auspine Board, Lonergan Edwards, has concluded the Gunns’ Takeover Offer is NOT FAIR. The Independent Expert has assessed the fair market value of Auspine Shares to be in the range of $6.21 to $6.79. The Gunns’ Takeover Offer is less than the Independent Expert’s valuation range. This Target’s Statement includes, in Annexure A, a copy of the Independent Expert’s Report. Auspine Directors recommend that you read that report in full. For personal use only Whilst there is no statutory requirement for Auspine to obtain an Independent Expert’s Report (IER), the Directors of Auspine have requested that Lonergan Edwards & Associates Limited (Lonergan Edwards) prepare an IER stating whether, in Lonergan Edward’s opinion, the Offer is “fair and reasonable”. Note 1: It should be noted, the independent expert has concluded that the Gunns’ offer is reasonable in the absence of a superior offer.