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On July 31, Tranz Rail Holdings Ltd.'s board recommend that shareholders reject Toll Holdings Ltd.'s takeover offer of 95 cents per ordinary share.


Board members believe the offer "is not fair" to shareholders, likely will not be approved by a stockholder majority and "is at a price that is below the current market price," according to a prepared statement.


"Shareholders who are intending to accept the offer should note that if they do, they will not be able to later withdraw this acceptance and accept an alternative offer should one emerge," said Tranz Rail Chairman Wayne Walden.


Shareholders have until Aug. 29 to decide whether to accept the offer under which Australian logistics and transportation provider Toll Group would operate New Zealand's 2,400-mile multi-modal freight transportation company, and the New Zealand government would regain ownership of Tranz Rail's track.


New Zealand would establish Crown corporation TrackCo to maintain and control the track; TrackCo would charge Toll Holdings for track use.