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Dover shareholders accept grain firm’s bid

Shareholders in flour miller Dover Industries have “overwhelmingly” approved the Ontario company’s sale to Winnipeg grain and agrifood company Parrish and Heimbecker.

Parrish and Heimbecker in early December announced a cash offer of $19.25 per share, worth about $99 million in total, for the 75 per cent of Dover it didn’t already own.

Dover, one of the biggest Canadian-owned flour millers in Canada, announced Friday that shareholders voting at a meeting that day had approved the deal with almost 100 per cent support.

Parrish and Heimbecker’s offer already had the support of the estate of Dover’s late board chairman, Mona Campbell, which in December agreed to vote its 45 per cent stake in favour of the deal.

Campbell, who had been the chairman, president and CEO of Dover since 1955, died suddenly in June 2008 in South Carolina at age 90.

Dover said in a release Friday that the completion of the deal is still subject to court approval, expected Thursday (Feb. 5), and clearance from federal competition regulators. The company said it expects to seal the deal by about Friday (Feb. 6).

Dover, based at Burlington, Ont., runs flour mills in Ontario, Nova Scotia, Saskatchewan and Quebec, plus a paper products division and ice cream cone and plastics plant in Ontario. It sells its products into the U.S. as well as in Canada.

Dover has operated since 1940 when it merged a southwestern Ontario grain and milling firm with a Hamilton ice cream cone manufacturer.

The miller has been expansion-minded in recent years, most recently sealing a deal in August 2008 to buy Cereal Foods Canada’s milling operations in Montreal.

In early 2007 Dover bought flour mills at Saskatoon and Humboldt, Sask. from Dawn Food Products; it also bought Halton Flour Milling at Acton, Ont. in 2003.

Dover had been expecting takeover bids, friendly or otherwise, since at least September 2008, when the board of directors adopted a shareholder rights plan, commonly known in stock market circles as a “poison pill.”

A poison pill, if triggered by an unasked-for takeover bid, automatically floods the market with shares for anyone other than the unsolicited bidder, thus diluting that bidder’s stake.

Dover had then said that the pill was partly meant to buy the company’s board time to consider any unsolicited takeover bid and to “pursue, if appropriate, other value-enhancing alternatives to allow Dover’s shareholders to receive full and fair value for Dover’s common shares.”

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