AUCKLAND: Bremworth Limited (NZX: BRW) said Thursday that Mangawhai Collective Limited has formally launched a partial takeover offer seeking to acquire 43.94% of Bremworth shares it does not already own for NZ$0.90 per share.

Mangawhai currently holds a 19.73% stake in Bremworth, the company said in a statement.

Bremworth has appointed Clarien Partners as independent adviser to assess the merits of the offer for shareholders. The company said it will issue a Target Company Statement — including the board’s recommendations and the independent adviser’s report — no later than Sept. 18.

The Bremworth board urged shareholders to take no action until they have reviewed that statement and advised them to seek professional guidance before responding to the offer.

The offer is subject to several conditions and remains open for acceptance until Oct. 2, unless extended by Mangawhai in line with the Takeovers Code. Bremworth cautioned that there is no advantage to accepting early, noting that acceptances cannot be withdrawn once submitted. The company also said shareholders who accept will not be paid unless the offer becomes unconditional, which Mangawhai has indicated is unlikely before the Oct. 2 closing date.

The announcement comes a day after Floorscape Limited presented Bremworth with a revised bid of NZ$0.95 per share for 100% of the company. Bremworth said its board received a letter from Mangawhai confirming it would not support the revised Floorscape offer.

A board sub-committee will continue to engage with major shareholders on the Floorscape proposal and will update the market once those discussions conclude, the company said.

Bremworth Limited (NZX: BRW) is a New Zealand wool carpet manufacturer listed on the NZX Main Board. Bremworth’s shares closed at 65 cents on Aug. 8, before the bidding activity began.

Mangawhai Collective Limited is Bremworth’s largest shareholder, controlling about 19.73% of the company. It’s led by David Ferrier and Henry Lawford Lonsdale Ferrier, whose family has a historical connection to New Zealand wool processing. Ferrier’s group was instrumental in blocking Bremworth’s earlier planned sale to Floorscape, a subsidiary of multinational Mohawk Industries, which already owns Bremworth’s rival carpet maker, Godfrey Hirst.

How the bid took shape:

On Aug. 10, Mangawhai signed lock-up deeds with 13 shareholders — including members of the Timpson and Woolf families and Grant Biel’s Rural Aviation entity covering 32.24% of Bremworth’s shares, worth roughly $20 million, acquiring about 22.2 million shares at no less than 90 cents a share.

Bremworth’s directors received formal notice of Mangawhai’s takeover intention on Aug. 14. The board strongly recommended shareholders not take any action until it issued further guidance.

The Bremworth board formed a sub-committee — Trevor Burt, Julie Bohnnen and Murray Dyer — to oversee its response and appointed Clarien Partners as an independent expert to evaluate the offer’s merits.

Mangawhai and its associates have since lifted their combined relevant interest in Bremworth to about 52% through the lock-up arrangements, positioning the group as Bremworth’s likely controlling shareholder even before the formal offer was lodged.