'Opportunistic': Goodman Fielder claimed in a statement that the proposal materially undervalues the company.

'Opportunistic': Goodman Fielder claimed in a statement that the proposal materially undervalues the company. Photo: Rob Homer

Wholesale food supplier Goodman Fielder has received what it calls an 'opportunistic' takeover offer following a profit downgrade and the warning of further write-downs.

The offer came over the weekend from Singapore-based agribusiness Wilmar International, which holds 10.1 per cent in Goodman Fiedler, and Hong Kong-based investment manager First Pacific Company, proposing to acquire all shares on issue at a price of 65¢ a share.

Shares in Goodman Fielder, which owns such brands as Helga's, Meadow Lea and Praise, have fallen 19.7 per cent this year, with the share price lagging at 55¢. The takeover offer values the company at $1.27 billion, above the current market cap of $1.08 billion.

"The board believes that the current proposal materially undervalues Goodman Fielder and is opportunistic.

The board has advised Wilmar and First Pacific accordingly," Goodman Fielder said in a statement to the Australian Securities Exchange.

The takeover offer is non-binding and "highly conditional". Wilmar and First Pacific have requested exclusivity in relation to the proposal.

Earlier this year, the company reported a $64.8 million loss in the first half of the 2014 financial year, but had forecast improved earnings in the second half.

However, in April, Goodman Fiedler downgraded full-year profit by $27 million and warned it expected further write-downs in the near future.

The problems for Goodman Fielder have been ongoing, having written off more than $250 million in restructuring costs, losses from sales of underperforming businesses and asset impairment in the last three years.

Goodman Fielder's supply chain network continues to weigh on the business.

The company has appointed Credit Suisse as financial adviser and Herbert Smith Freehills as legal adviser.