<p>Tranz Rail has asked its shareholders to reject Toll’s takeover bid unless the company waives three conditions attached to the offer.</p> <p>The plea follows an independent assessment that declared Toll’s NZ95 cent a share takeover bid for Tranz Rail as a fair offer.</p> <p>The move comes as the New Zealand press reports that US-based rail operator Genesee & Wyoming (GWI) may be preparing a rival bid.</p> <p>There is speculation that Genesee & Wyoming is interested in a management contract, if the government railtrack buy-back plan succeeds. But the suggestion is being denied by all involved. </p> <p>Grant Samuel and Associates appraisal of the Toll offer assessed the underlying value of Tranz Rail shares at NZ67 to NZ86 cents – without considering the Crown proposal to buy back the network. </p> <p>If shareholders accepted the Crown proposal the underlying share value would increase to NZ97 cents to NZ$1.03, Grant Samuel said.</p> <p>However, the assessors stated: "Given the significant negotiations that are yet to be concluded between Tranz Rail and the Crown, and the uncertain financial outcomes of the track access charge, it is not possible at this time to say the Crown proposal will provide a better outcome than selling to Toll."</p> <p>Tranz Rail directors will recommend Toll’s deal if three conditions relating to Toll’s financiers, certification of a report and trading demand, are all dropped.</p> <p>"Until these conditions are waived, the offer remains highly conditional and uncertain," Tranz Rail said.</p> <br />
