New Zealand Farming System Uruguay's independent directors are recommending shareholders accept Olam's full takeover offer, saying it is fair.
Olam controls 78% of the listed firm and is offering to buy the rest for 70 cents a share.
An appraisal report, prepared by Grant Samuel, assesses the value of the company at between 60 cents a share and 69 cents a share, but warns the valuation is very sensitive to volatile milk prices, production levels and costs and fluctuations in the New Zealand dollar.
Farming System's independent directors, Graeme Wong and John Roadley, say they will be selling their holdings, which together make up 0.06% percent of the company.
They acknowledge, however, that some shareholders may still think Olam's offer undervalues the company.
One investment adviser had previously described Olam's takeover offer as cheeky, saying once the company's debt is repaid its outlook will be considerably better than it's been in a long time.