Overview of non-binding indicative offer from Louis Dreyfus Company

Namoi Cotton Limited (ASX:$NAM) has received a non-binding, indicative and conditional offer from Louis Dreyfus Company Asia Pte. Ltd. ('LDC') to acquire the remaining 83% of issued shares in Namoi. The offer, with a total cash consideration of $0.51 per share, represents a premium of 44% to the last closing share price of $0.355 per share and a premium of 37% to the three-month VWAP of $0.372 per share. The offer is subject to a number of conditions, including completion of confirmatory due diligence to the satisfaction of LDC and entry into a Scheme Implementation Agreement ('SIA') that will be subject to a range of conditions, including regulatory approvals and Namoi shareholder approval at a Scheme meeting.

Executive commentary on the non-binding indicative offer

Combining Namoi's ginning business with LDC is designed to create a strengthened and sustainable business for our grower customers and staff. This proposal builds on our existing relationship with LDC in our lint marketing and warehousing joint venture business for the past ten years. LDC values the capability and relationships built by Namoi over the past 60 years and intends to operate all Namoi's gins in the normal course, maintain an office in Toowoomba and retain the Namoi Cotton brand name.

Summary of the non-binding indicative offer and outlook

The non-binding, indicative and conditional offer from Louis Dreyfus Company Asia Pte. Ltd. to acquire the remaining 83% of issued shares in Namoi represents a significant premium to the last closing share price. The offer is subject to various conditions, including regulatory approvals and Namoi shareholder approval. The Namoi Board has determined that it is in the best interests of Namoi shareholders to progress the offer and to allow LDC to undertake confirmatory due diligence. If LDC provides a binding proposal consistent with the terms of the offer, each member of the Board of Namoi intends to recommend that Namoi shareholders vote in favor of the potential transaction, subject to an independent expert concluding that the potential transaction is in the best interests of Namoi shareholders. The engagement between Namoi and LDC may result in a binding proposal, the entry into a binding SIA, or completion of the potential transaction. Namoi will continue to keep shareholders and the market informed of developments associated with the offer in accordance with its continuous disclosure obligations.