Nomad Food veut racheter Findus

Nomad Food Pr

Description

Après l’acquisition d’Iglo, Nomad Foods rachète les activités de Findus en Europe continentale. Le groupe va former un géant du surgelé.

Sujets

• Mergers and acquisitions
• Acquisition
• Fusion

Informations

• Publié par: Fil_Economie
• Publié le: 13 août 2015
• Nombre de lectures: 8
• Langue: English

Extrait

Binding Offer to Acquire
Released : Aug 13, 2015
RNS Number : 9357V
Nomad Foods Limited
13 August 2015
 
For immediate release:
Nomad Foods Limited
(Ticker Symbol: NHL)
 
13 August 2015
 
Nomad Foods Limited Enters into Binding Offer to Acquire the Continental European Findus Group Businesses for £500
million
 
Transaction Furthers Nomad's Build-up Strategy and Adds to Portfolio of Market-leading, Niche Consumer Foods Companies
Tortola, B.V.I.- August 13, 2015 - Nomad Foods Limited (LSE: NHL) ("Nomad") announced today that it has entered into an option
agreement with LionGem Sweden 1 AB (the "Seller"), a company backed by a group of investors, including Highbridge Principal
Strategies, Lion Capital LLP and Sankaty Advisors, under which Nomad or one of its subsidiaries shall be obliged at the option of
the Seller to acquire Findus Sverige AB and its subsidiaries for approximately £500 million ("Option Agreement"). Through this
transaction Nomad will acquire Findus Group's continental European businesses in Sweden, Norway, Finland, Denmark, France,
Spain and Belgium. These operations include the intellectual property and commercialisation rights to the Findus, Lutosa, and La
Cocinera brands in the respective markets. The remaining part of the Findus Group, including Young's Seafood Limited in the UK,
will remain under the ownership of the Seller.
The £400 million cash portion of the purchase price is expected to be funded through a combination of Nomad's cash in hand and
debt. Additionally, the Seller will be issued approximately 8.4 million ordinary shares in the capital of Nomad at closing (the 
"Shares"). The Seller will be restricted from transferring any of the Shares within one year following closing and will be restricted
from transferring 50% of the Shares within two years of closing. Nomad expects the Seller to exercise the option - following
completion of works council consultations - in the fourth quarter of 2015, after which the parties will enter into a definitive sale and
purchase agreement ("Transaction Agreement"). The transaction is expected to close shortly thereafter, subject to customary
closing conditions including regulatory approvals.
Through this transaction, Nomad will acquire a leading frozen food business in France, Sweden, Norway and Finland. The
operations being acquired include approximately 1,500 employees and 6 manufacturing facilities in Norway, Sweden, France, and
Spain as well as the intellectual property and commercialisation rights in the relevant territories. Annual revenues are approximately
€600 million with an adjusted EBITDA margin of approximately 11%. The acquisition is expected to be immediately accretive to
Nomad's earnings with approximately €25 million to €30 million of annual synergies targeted over the next three years. Through Iglo
Foods Holdings Limited and its subsidiaries ("Iglo Group"), Nomad currently operates Findus in Italy and this transaction creates a
pan-European food business and further reunites the brand across the continent. This will enable Findus to move forward as a more
unified brand and will support efforts to drive innovation, introduce new meal options, and conduct marketing initiatives aimed at
bringing more consumers across Europe to the frozen foods aisles. The geographic footprint of the operations included in this
transaction complements Nomad's reach and, following closing of the transaction, Nomad will have extended its footprint throughout
Europe. Nomad expects to benefit from a combined operating model that facilitates collaboration and innovation across the
businesses.
 
Stéfan Descheemaeker, Nomad's Chief Executive Officer, stated, "This transaction is in line with our growth strategy, an exciting 
addition to the Nomad portfolio, and a significant milestone in reaching our goal of building a global consumer foods company. While
the operations we are acquiring are strong, attractive assets on their own, combining them with our existing businesses creates a
unique value proposition and unlocks new growth opportunities. The Findus name is well-loved and iconic across the European
continent, and having the businesses under one umbrella brings together two talented, world-class teams, enabling us to share best
practices and to elevate and evolve the brand as we bring an even greater choice of products to consumers. "
Noam Gottesman and Martin E. Franklin, Nomad's Co-Chairmen and Founders, jointly commented, "Curating a portfolio of
marketleading consumer foods companies remains our core objective and this acquisition furthers our long-term commitment to growing
the frozen food sector in Europe through ongoing investments in brands, innovation, and product development. This transaction
builds on the positive momentum generated by Stéfan and the Iglo Group team, and we are excited to welcome the Findus 
employees to the Nomad family. The addition of these businesses is transformative to Nomad as it augments our product offering,
customer reach, and geographic footprint, further solidifying our leadership position in Europe's fragmented frozen foods sector."
James Hill, Chief Executive of Findus Group, said: "This transaction represents a strategic milestone for Findus and is a positive
development for the European food industry as a whole. The new group will be bigger, stronger, more efficient and more innovative
than its component parts, offering significant benefits not only to consumers, but to all of our stakeholders. I am confident this is an
ideal way for Findus to sustain the growth of recent years and I'd like to thank all those, especially our dedicated employees, who
have made it possible."
The Seller can exercise its option following the completion of works council consultations in France and closing of the acquisition
will be subject to certain regulatory approvals. If not exercised within five months, the option will lapse and the Seller will be obliged
to pay a break fee of £15 million. If after exercise of the option Nomad is not able to raise sufficient financing to complete the
acquisition, the Seller will be entitled to a reverse break fee of approximately £34.2 million.
UBS Investment Bank and Credit Suisse acted as financial advisors and Greenberg Traurig acted as legal advisor to Nomad on the
transaction. To finance this transaction, Nomad intends to use its existing cash and seek further debt funding from UBS, Credit
Suisse and Barclays.
Centerview Partners acted as exclusive financial advisor and Latham & Watkins acted as legal advisors to the Seller.
Forward-Looking Statements and Disclaimers
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for,
sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell,
or otherwise dispose of any securities.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons
in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe
such restrictions.
UBS Limited and Credit Suisse Securities (Europe) Limited are acting exclusively for Nomad and no one else in connection with the
transaction and will not be responsible to anyone other than Nomad for providing the protections afforded to its clients or for
providing advice in relation to the transaction or in relation to the contents of this announcement or any transaction or any other
matters referred to herein. UBS Limited and Credit Suisse Securities (Europe) Limited are authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
Certain statements in this announcement are forward-looking statements which are based on Nomad's and the acquired business'
expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not
historical facts, including expectations regarding (i) the anticipated exercise of the Option Agreement, (ii) the anticipated closing
date of the transaction, (iii) the funding of the transaction; (iv) the success of the unified Findus brand; (v) Nomad's future growth
opportunities and market share; (vi) targeted synergies; and (vii) the future operating and financial performance of Nomad. These 
statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including (i)
the ability and willingness of the Seller to exercise its option under the Option Agreement, (ii) the ability and willingnes