McCullough Robertson advised on the acquisition of Blue Ribbon Rice (Blue Ribbon) by SunRice, acting in the Australian Competition and Consumer Commission (ACCC) merger review on behalf of the seller.

Blue Ribbon is a family owned organisation, established in 2000 to service global demand for pulses, dahls and tropical grass seed. The business had steadily extended its involvement in other agricultural markets, including starting to grow rice in North Queensland, while developing a strong position in the international pulse and grass seed trade.

We were able to achieve a successful outcome for Blue Ribbon, with the ACCC accepting the ‘failing firm’ defence.

Under the ‘failing firm’ defence, the argument is made that although the transaction might seem to reduce competition, the fact that the target company is unprofitable and about to exit the market anyway means that, in fact, there is no reduction in competition.

As this argument is rarely successful, this matter is considered significant in the context of ACCC decisions.