Duxton Farms to Issue Over 55 Million Shares in Merger Consideration
Duxton Farms has disclosed the indicative results of shareholder elections for its proposed merger with four agribusiness companies, setting the stage for a decisive vote next month.
- Indicative shareholder election results for merger consideration released
- Merger involves four private companies in walnuts, dried fruits, orchards, and bees
- Final election outcome pending Scheme Record Date on 23 October 2025
- Extraordinary General Meeting scheduled for 10 October 2025 to vote on merger
- Ineligible foreign shareholders to receive cash proceeds instead of scrip
Background on the Merger
Duxton Farms Ltd (ASX – DBF) is progressing with a strategic acquisition that would bring together four private Australian companies specializing in walnuts, dried fruits, orchards, and bees under its umbrella. These entities, Duxton Dried Fruits Pty Ltd, Duxton Dairies (Cobram) Pty Ltd (operating as Duxton Walnuts), Duxton Bees Pty Ltd, and Duxton Orchards Pty Ltd, are collectively referred to as the Merger Companies. The consolidation aims to create a diversified agribusiness platform with enhanced scale and operational synergies.
Shareholder Election Outcomes
On 2 October 2025, Duxton Farms reached the deadline for Merger Company shareholders to elect their preferred form of scheme consideration, either scrip or default scrip. The company has now released indicative outcomes of these elections, revealing a substantial number of shareholders opting for scrip consideration, which involves receiving shares in Duxton Farms as part of the merger consideration. Those who did not make a valid election or became shareholders after the deadline will receive default scrip consideration.
The indicative figures show significant share issuance planned, with over 55 million Duxton Farms shares to be allocated as part of the merger consideration, alongside cash components totaling nearly $15 million. However, these numbers remain provisional until the Scheme Record Date on 23 October 2025, when final shareholder holdings will be confirmed.
Implications for Foreign Shareholders and Voting
Notably, shareholders classified as Ineligible Foreign Shareholders will not receive scrip but rather the cash proceeds from the sale of shares they would have otherwise been entitled to. This approach ensures compliance with regulatory requirements and simplifies the handling of foreign interests in the merger.
Looking ahead, Duxton Farms has scheduled an Extraordinary General Meeting (EGM) for 10 October 2025 in Adelaide, where shareholders will vote on the merger resolutions. The company's directors unanimously recommend the merger and intend to vote in favor of the scheme, signaling strong internal support. The EGM will also be accessible via webcast and conference call, although these platforms will not facilitate voting or live interaction.
Next Steps and Market Watch
As the merger process advances, the market will be closely watching the final election outcomes after the Scheme Record Date and the results of the EGM vote. The integration of these four agribusiness companies could reshape Duxton Farms’ operational footprint and financial profile, potentially unlocking new growth avenues in the horticulture and agribusiness sectors.
Bottom Line?
Final shareholder decisions and the upcoming EGM vote will be pivotal in determining the merger’s trajectory and Duxton Farms’ future growth.
Questions in the middle?
- How will the final shareholder election outcomes affect Duxton Farms’ capital structure?
- What are the potential operational synergies expected from integrating the four Merger Companies?
- Could the treatment of Ineligible Foreign Shareholders impact overall investor sentiment?
