ROBERT Wiseman Dairies has agreed to a £279.5 million cash takeover by Müller that values the Wiseman family shareholdings at about £100m, with the German acquirer intending to retain its bid prey's East Kilbride head office.

Executive chairman Robert Wiseman's 17.9% stake is valued at nearly £50m in the 390p-a-share deal, and the holdings of brothers Alan and Gavin are worth about £35m and £7.8m respectively.

Alan Wiseman retired in July 2010 as chairman of the dairy company, which was founded in 1947 by father Robert senior. Alan's wife, Margaret, will receive about £3.9m for her shareholding.

The deal will result in Scotland losing yet another substantial stock market-listed company.

However, Robert Wiseman said it was "heartening" to know the business he heads would become part of another family-owned company. He highlighted Müller's recognition of the "importance" of Wiseman's management and employees as a factor in the recommendation of the takeover bid by the Scottish company's board.

Müller signalled an intention that the Wiseman business will continue to be run from its headquarters at East Kilbride.

A spokesman for Wiseman said Billy Keane would continue to run the business as managing director.The spokesman added that Robert Wiseman would step down as executive chairman, but remain involved with the business as a director on the Wiseman board.

It emerged yesterday that Wiseman, which has been battling supermarket milk price wars and surging raw material costs, had in November 2010 appointed investment bank Greenhill to consider strategic options. This appointment came hard on the heels of a profits warning from Wiseman in September 2010, which sent the company's shares plunging.

Greenhill was engaged to look at potential partnerships or joint ventures for Wiseman, or a sale of the business. Müller was approached in summer 2011 and, in the autumn, came back with an expression of interest in buying Wiseman. This led to bid talks, culminating in the takeover deal unveiled yesterday.

The German company revealed it had received irrevocable undertakings to accept its bid from shareholders owning 44.82% of Wiseman. This includes acceptances from Wiseman family members and trusts owning 35.1% of the company. Dairy farmer co-operative First Milk has meanwhile provided a non-binding letter of intent to accept the offer in respect of its 10.12% stake.

Asked if Wiseman family members would give away to the employees any of the proceeds from their sale of the business, the company spokesman signalled they would not, but highlighted efforts to create a culture of share ownership among employees since the company listed on the London Stock Exchange in 1994.

The spokesman told The Herald: "From the outset, since listing in 1994, Alan and Robert Wiseman have encouraged a share-owning culture, and incentivised staff to build a shareholding in the company through various schemes."

He said about 1000 employees owned shares in Wiseman, but was unable to provide a figure for their average proceeds from the sale.

The spokesman revealed the distinctive Wiseman brand, with its black-and-white packaging, would remain after the takeover.

As they revealed their deal, the boards of Unternehmensgruppe Theo Müller and Wiseman highlighted the "enhanced scale" in the UK of the combined business, amid "challenging economic and market conditions".

There is no real overlap between the Wiseman and Müller businesses in the UK. Wiseman supplies about one-third of Britain's fresh milk, with an estimated annual production of about two billion litres.

Müller's UK operation, in Shropshire, is focused on the manufacture of yoghurts and dessert pots.

Wiseman employs about 5000. More than 1000 staff are in Scotland. It has dairies at Aberdeen, Bellshill, and East Kilbride, and at Bridgwater in Somerset, Manchester, and Droitwich Spa, near Birmingham.

Outlining assurances about the future from Müller, the offer announcement states: "Müller views Wiseman's executive management team as a key strength of the business and intends that this team will continue to lead the Wiseman business alongside Müller, and Müller intends to maintain Wiseman's headquarters in East Kilbride. Discussions between Müller and Wiseman's executive management in relation to specific roles in the enlarged group and terms of employment will take place after the offer has completed."

It adds: "Müller has no current intention to change the major locations of Wiseman's places of business or to re-deploy Wiseman's fixed assets and no proposals currently exist to change the conditions of, or continued employment of, any of Wiseman's employees. However, as with any acquisition, Müller expects, on gaining control of Wiseman, to review the business, and may identify certain operational changes which may impact the group."

Wiseman's shares surged 34%, or 84p, to 328p on Friday, the day it revealed it was in bid talks with Müller. They jumped 59.5p, or 18%, to 387.5p yesterday on news of the agreed bid at 390p-a-share. Müller noted this was a 48.2% premium over the average closing price per Wiseman share in the three months to January 12. Shares in Wiseman traded above 500p in late summer 2010, ahead of the September 2010 profits warning.