SHV increases its recommended cash offer to EUR 44.50 per Nutreco share
(Thomson Reuters ONE) -
JOINT PRESS RELEASE
This is a joint press release by Nutreco and SHV pursuant to Article 5:25i,
paragraph 2 Wft and Section 4, paragraph 3 of the Netherlands Decree on Public
Takeover Bids (Besluit openbare biedingen Wft). This announcement does not
constitute an offer, or any solicitation of any offer, to buy or subscribe for
any securities in Nutreco. Any offer will be made only by means of an offer
memorandum.This announcement is not for release, publication or distribution, in
whole or in part, in or into, directly or indirectly, Canada, Japan and the
United States.
10 November 2014
SHV increases its recommended cash offer to ? 44.50 per Nutreco share
* SHV increases its recommended full public offer for Nutreco to ? 44.50 (cum
dividend) in cash per issued and outstanding ordinary share of Nutreco
* SHV's Increased Offer price represents a premium of 58% to the closing price
of Friday 17 October 2014(1) and a premium of 49% to the average closing
price for the 3 months prior to and including that date
* Nutreco rejects the expression of interest from Cargill to, together with
Permira, break up Nutreco through a structured transaction
* The Executive Board and the Supervisory Board of Nutreco fully support and
unanimously recommend the Increased Offer from SHV
Amersfoort/Utrecht, the Netherlands, 10 November, 2014 - Nutreco N.V.
("Nutreco") and SHV Holdings N.V. ("SHV") jointly announce that they have
amended their conditional agreement, previously announced on 20 October 2014, in
connection with a public offer by SHV for all issued and outstanding ordinary
shares in the capital of Nutreco. Under the terms of the amended conditional
agreement, SHV has agreed (i) to increase its offer price from ? 40 (cum
dividend) to ? 44.50 (cum dividend) in cash for each Nutreco ordinary share (the
"Increased Offer"), and (ii) amend the parties' respective termination rights
with regard to Competing Offers.
Background to SHV's Increased Offer
By making the Increased Offer, SHV responds to an unsolicited expression of
competing interest which Nutreco has received from Cargill, Incorporated
("Cargill") on 8 November 2014 as well as to comments from various Nutreco
shareholders. Nutreco has informed SHV of Cargill's expression of competing
interest in accordance with the conditional agreement between SHV and Nutreco
dated 19 October 2014.
SHV's Increased Offer of ? 44.50 per Nutreco share is 11.25% higher than its
initial offer. SHV's Increased Offer price represents a premium of 58% to the
closing price of Friday 17 October 2014 and a premium of 49% to the average
closing price for the 3 months prior to and including that date. SHV's Increased
Offer values 100% of the issued and outstanding shares of Nutreco at ? 2,988
million.
Cargill
Nutreco announces that it has rejected such expression of competing interest
from Cargill. Nutreco, together with its advisors, have concluded that Cargill's
intention of breaking up the Nutreco business is fundamentally inconsistent with
Nutreco's long-term growth strategy for the business as a whole.
In its expression of competing interest, Cargill stated that, subject to
satisfactory completion of a due diligence exercise, it would intend to make an
offer of at least ? 43.20 in cash per Nutreco share. Cargill stated that it was
exploring a structured transaction together with private equity firm Permira.
This would result in a break up of Nutreco; Cargill would acquire the Fish Feed
business and Permira would acquire the Animal Nutrition business.
Cargill's expression of interest was still subject to the approval of Cargill's
board of directors and contained substantial other execution uncertainties. The
potential structure with regards to Permira's involvement was unclear.
Taking into account the above, Nutreco concluded that Cargill's expression of
competing interest is not in the interest of Nutreco's stakeholders.
Full support and unanimous recommendation from the Executive Board and
Supervisory Board of Nutreco
The Executive Board and the Supervisory Board are of the opinion that SHV's
Increased Offer will deliver superior benefits to the shareholders, employees,
customers, partners and other stakeholders of Nutreco. The Executive Board and
the Supervisory Board fully support and unanimously recommend SHV's Increased
Offer for acceptance to the shareholders of Nutreco.
Competing Offers
Under the amended conditional agreement, Nutreco and SHV may terminate the
conditional agreement in the event a bona fide third party makes an offer which,
in the reasonable opinion of the Executive Board and the Supervisory Board, is a
more beneficial offer than SHV's Increased Offer, taking into account the
identity and track record of SHV and that of such third party, certainty of
execution (including certainty of financing and compliance with all anti-trust
and other regulatory laws), conditionality, the future plans of such third party
with respect to Nutreco and its strategy, management, employees and other
stakeholders of Nutreco (see also the Non-Financial Covenants as described in
the initial joint announcement of 20 October 2014), provided, that the
consideration per share exceeds SHV's Increased Offer price by 8% or more. In
the event of such third party offer, SHV has the opportunity to match such
offer, in which case the conditional agreement may not be terminated by Nutreco.
Other terms of the Increased Offer
Except as described in this joint announcement, all terms of SHV's Increased
Offer remain the same as announced on 20 October 2014. The indicative timetable
for launch of SHV's Increased Offer also remains as previously announced.
Other
The Increased Offer will be made for the ordinary shares of Nutreco, a public
limited liability company incorporated under Dutch law, and is subject to Dutch
disclosure and procedural requirements, which are different from those of other
jurisdictions. The Increased Offer will be subject to disclosure and other
procedural requirements, including with respect to the Increased Offer timetable
and settlement procedures that are different from those applicable under
domestic tender offer procedures and laws of other jurisdictions.
To the extent permissible under applicable law or regulation, SHV and its
affiliates or brokers (acting as agents for SHV or its affiliates, as
applicable) may from time to time after the date hereof, and other than pursuant
to the intended Increased Offer, directly or indirectly purchase, or arrange to
purchase, ordinary shares in the capital of Nutreco, that are the subject of the
intended Increased Offer. To the extent information about such purchases or
arrangements to purchase is made public in the Netherlands, such information
will be disclosed by means of a press release to inform shareholders of such
information. In addition, financial advisors to SHV may also engage in ordinary
course trading activities in securities of Nutreco, which may include purchases
or arrangements to purchase such securities.
General restrictions
The information in this press release is not intended to be complete. This
announcement is for information purposes only and does not constitute an offer
or an invitation to acquire or dispose of any securities or investment advice or
an inducement to enter into investment activity. This announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire the securities of Nutreco in any jurisdiction.
END OF PRESS RELEASE
Media contacts
Mark Woldberg Joost van Klink
Manager Media Relations Nutreco Company Secretary SHV
M +31 (0) 6 1503 3036 E jklink(at)shv.nl
E mark.woldberg(at)nutreco.com
Investor contacts
Jurgen Pullens
Director Investor Relations
M +31 (0) 6 5159 9483
E jurgen.pullens(at)nutreco.com
About Nutreco
Nutreco is a global leader in animal nutrition and fish feed. Our advanced feed
solutions are at the origin of food for millions of consumers worldwide.
Quality, innovation and sustainability are guiding principles, embedded in the
Nutreco culture from research and raw material procurement to products and
services for agriculture and aquaculture. Experience across 100 years brings
Nutreco a rich heritage of knowledge and experience for building its future.
Nutreco employs approximately 10,000 people in 30 countries, with sales in 80
countries. Nutreco is listed on the NYSE Euronext stock exchange in Amsterdam
and reported annual revenue of ? 5.2 billion in 2013.
www.nutreco.com
About SHV
SHV is a privately-held family company which aims to maintain its strong
position in a number of operational activities and selected investment
activities. Originated in 1896 from a merger between coal trading companies, SHV
has evolved throughout the years by continually adapting to a changing business
environment.
Today, the company is present in 50 countries on all continents and employs
approximately 47,000 people. SHV's entrepreneurship is reflected in its range of
decentralised operations, which are active in energy distribution (SHV Energy),
cash-and-carry wholesale (Makro), heavy lifting and transport activities
(Mammoet) and industrial services (ERIKS). As an investor, SHV is involved in
the exploration, development and production of oil and gas, primarily in the
North Sea (Dyas), and in providing private equity to companies in the Benelux
(NPM Capital). SHV invests for the long term, expanding and developing
businesses and providing its customers with excellent products and services,
which add value. It achieves all this thanks to a team of people who are proud
to be part of SHV.
www.shv.nl
(1) Last closing Share price prior to the initial joint announcement of the
Offer
SHV increases its recommended cash offer to EUR 44.50 per share:
http://hugin.info/133565/R/1870054/657617.pdf
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(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Nutreco via GlobeNewswire
[HUG#1870054]
Unternehmensinformation / Kurzprofil:
Datum: 10.11.2014 - 07:00 Uhr
Sprache: Deutsch
News-ID 350949
Anzahl Zeichen: 12169
contact information:
Town:
Amersfoort
Kategorie:
Business News
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