Of the headline consideration, $300 million (approximately £199 million) will be payable in cash and $42 million (approximately £28 million) will be satisfied through the issue of Consideration Shares.
Following the acquisition, which is expected to be earnings enhancing in the first full financial year post-completion, INVE management will join the Enlarged Group and invest in Benchmark shares.
The cash consideration is being financed by a placing of new shares to new and existing institutional investors raising approximately £185.7 million through the placing of 215,922,141 new Benchmark shares at 86p per share.
The balance will be satisfied with debt funding to be drawn under New Debt Facilities provided by HSBC Bank plc and Rabobank (Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.).
The acquisition will create a global leader in the aquaculture technology market, with the enlarged group serving customers in more than 70 countries across six continents.
Malcolm Pye, Chief Executive of Benchmark, commented: “The acquisition of INVE makes Benchmark a global leader in the aquaculture technology market overnight. Aquaculture is not only a multi-billion dollar sector but one of the fastest growing in the food industry. Importantly we believe the teams at Benchmark and INVE share a common ethos and culture. Both companies have a history of working collaboratively with partners to develop technologies, and both have a drive to address one of the most pressing issues of our time in developing a healthy, sustainable food chain."
“Since listing, Benchmark has a proven track record of successfully integrating acquisitions – as with SalmoBreed and StofnFiskur last year – and this deal underpins our future growth ambitions. The potential opportunities and synergies presented by INVE offer a step-up both in terms of the technology applied in our products, and the marketing and distribution network already present in some of the fastest growing markets in the world.”
Philippe Léger, Chief Executive Officer of INVE, commented: "Stimulating healthy growth and performance in aquaculture has always been INVE Aquaculture’s main driver. Becoming part of the Benchmark group will definitely reinforce this. This new milestone on our growth path unlocks INVE’s inherent potential to serve our customers globally with the industry’s most comprehensive portfolios of specialized aquaculture products.
"Benchmark’s toolbox of health and genetics solutions will complete INVE’s current offering in advanced nutritional and health products. Together we will become a unique knowledge and solutions platform that supports our customers in taking better care throughout the culture lifecycle. As a result we can more effectively than ever contribute to our clients’ sustainable growth and long-term success.”
In view of the size of the Acquisition relative to the Company, the Acquisition is classified as a reverse takeover under the AIM Rules and is therefore conditional, inter alia, upon the approval of Shareholders and the admission of the Enlarged Share Capital to trading on AIM.
Such approval is being sought at the General Meeting to be held at 11 am on 29 December 2015. If the Resolutions are approved by Shareholders, it is expected that Admission and dealing in the Placing Shares will commence at 8.00 a.m. on 30 December 2015 and that the Acquisition will complete on 30 December 2015 and that the Consideration Shares and Roll-Over Shares will be admitted to trading on AIM on 31 December 2015.
The Company has secured irrevocable commitments to vote in favour of the resolutions to effect the Acquisition and the Placing to be proposed at the General Meeting in respect of 85.41 per cent of the Existing Ordinary Shares.