Nutreco and SHV have jointly announced that they have reached a conditional agreement in connection with a public offer by SHV for all issued and outstanding ordinary shares in the capital of Nutreco at an offer price of €40 (cum dividend) in cash for each Nutreco ordinary share, subject to customary conditions. The Offer price represents a premium of 42 per cent to the closing price of Friday 17 October 2014 and a premium of 34 per cent to the average closing price for the three months prior to and including that date.
Knut Nesse, CEO of Nutreco said: "SHV fully supports the sustainable growth strategy of Nutreco as a whole. We are excited about this new step in the rich history of our company. SHV will be an excellent partner, enabling us to maintain our corporate identity, culture, values and organisation. This offer is in the best interests of all our stakeholders, including our shareholders. Both our Executive and the Supervisory Board fully support and unanimously recommend the Offer, for what we consider to be a fair offer price."
Stephan Nanninga, Chairman of the Executive Board of SHV said: "We consider Nutreco a very promising and exciting company with a good long-term growth opportunity, solid management and company values similar to SHV. Nutreco is a true global leader in fish feed and animal nutrition, and we fully support Nutreco's strategy for the future and its focus on innovation and sustainability. Nutreco has a good fit with SHV and our desired mix of activities and geographies and we believe both parties will benefit from this transaction. SHV will fully support Nutreco's growth strategy."
The strategic rationale for the intended offer is driven by the long-term growth perspective of both companies. SHV fully supports Nutreco in executing its growth plans and geographical expansion through its global presence and expertise. Being a private family-held company with a true long-term focus and commitment, SHV has the financial strength to support Nutreco's growth, based on a prudent finance policy.
SHV has a wide range of businesses in various geographies. Nutreco provides an interesting strategic diversification for SHV into food related markets, provides for a good growth platform in emerging markets, has strong and reputable management and a leading position in niche markets.
Both being reputable Dutch head-quartered companies with a long heritage, Nutreco and SHV share similar values, as well as strategic and financial principles. The continuation of Nutreco's corporate identity, culture, values, brands, organisation and strategic direction provides the right future perspective for both employees and customers.
Nutreco's current shareholders can benefit from a fair price, an attractive premium and high deal certainty due to availability of cash from SHV's own resources and anticipated swift and efficient transaction process.
Full support and unanimous recommendation from the Executive Board and Supervisory Board of Nutreco
Throughout the process, the Executive Board, and the Supervisory Board have met on a frequent basis to discuss the progress of the process and the key decisions in connection therewith. The Executive Board and the Supervisory Board have received extensive financial and legal advice and have given careful consideration to all aspects, including strategic, financial, operational and social points of view, and consequences of the proposed transaction.
After due and careful consideration, both the Executive Board and the Supervisory Board are of the opinion that SHV makes a compelling Offer representing a fair price and attractive premium to the shareholders, as well as favourable non-financial terms. The Boards consider the Offer in the best interest of Nutreco and all its stakeholders. ING Bank N.V. has issued a fairness opinion to the Executive Board and the Supervisory Board and Leonardo & Co. has issued a fairness opinion to the Supervisory Board, and both have opined that the Offer is fair to the shareholders of Nutreco from a financial point of view.
Taking all these considerations into account, both the Executive Board and the Supervisory Board fully support and unanimously recommend the Offer for acceptance to the shareholders of Nutreco. The Executive Board and the Supervisory Board are of the opinion that the Offer will deliver significant benefits to the shareholders, employees, customers, partners and other stakeholders of Nutreco.
Corporate governance, management and employees
Nutreco and SHV have agreed that following settlement of the Offer, the Supervisory Board will comprise of five members of which Stephan Nanninga, Boudewijn Beerkens and Wouter van der Woerd are designated by SHV and two of the current members of the Supervisory Board will continue as member of the Supervisory Board. These two Supervisory Board members will be independent as meant in the Dutch Corporate Governance Code and will have certain veto rights. One of these two Supervisory Board members will act as the chairman of the Supervisory Board. There will be no changes to the Executive Board upon settlement of the Offer.
As laid out in its Corporate Philosophy, the Offeror recognises that Nutreco's employees will play a crucial role in the future of the Company and they will be treated accordingly. Common employee consultation procedures and existing arrangements with trade unions will be respected. There shall be no job losses in Nutreco's group as a direct consequence of the Offer. Furthermore, all existing rights and benefits of the Company's employees, including existing pension rights, will be respected.
Nutreco has obtained from SHV certain non-financial covenants with regard to the strategy, governance, employee and other matters, including:
- SHV supports Nutreco's business and growth strategy including investments
- SHV supports Nutreco in pursuing acquisitions
- Nutreco, together with its subsidiaries, will have its own operating and reporting structure within SHV's group of activities
- Nutreco's headquarters, central management and key support functions will remain in the Netherlands
- Nutreco will retain its corporate identity, values and culture. The Company vision shall continue to be 'Feeding the Future'
- SHV shall not break up Nutreco's group or its business units
- SHV respects all existing rights and benefits of the Nutreco employees
- Nutreco's group shall remain prudently financed, including the arrangement that the refinancing (if any) of any existing debt of Nutreco shall be at the same or more attractive terms than currently in place.
Financing of the Offer
The intended Offer values 100 per cent of the issued and outstanding Nutreco shares at approximately €2,685 million. The Offeror will pay the intended Offer with cash from its own available resources. The Offeror will not enter into any financing arrangements with third parties with regard to the intended Offer.
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