The $1.65 per share offer represents a premium of 313pc to the closing price of Golden Circle on October 3 of $0.40, being the last trading day prior to the announcement of the Heinz Proposal.

Golden Circle shareholders will be asked to vote on the Heinz proposal at a scheme meeting expected to be held in early to mid December.

The directors of Golden Circle are "strongly encouraging" shareholders to vote in favour of the scheme.

But for shareholder approval to be obtained, more than 50pc in number of Golden Circle shareholders must vote at the scheme meeting (whether in person or by proxy), and at least 75pc of the total number of votes cast be in favour of the plan.

According to Golden Circle, if the bid successful it is expected that the scheme would be implemented, including the payment of $1.65 per share to Golden Circle shareholders, by late December 2008.

Heinz has indicated its desire to maintain contracts between Golden Circle and its growers, who Golden Circle says will benefit from potential increases in demand volume over time as Heinz grows the business.

The board's unanimous recommendation of the Heinz proposal is subject to no superior proposal emerging and an independent expert concluding that the scheme is in the best interest of Golden Circle Shareholders.

According to a Golden Circle media statement, the company's major shareholder, Anchorage, intends to vote their shares in favour of the scheme, in the absence of a superior proposal.