SHV Investments, a subsidiary of SHV Holdings has put in an offer of €44.50 for all Nutreco’s outstanding shares.
The Offer values Nutreco at € 2,988 million and represents a premium of 58 per cent to the closing price of Friday 17 October 2014, the last trading day before the Initial Offer.
Nutreco said that SHV is a privately owned company with a true long-term focus and commitment and will financially support Nutreco with investment needs for capital expenditures and acquisitions in accordance with Nutreco's long-term growth strategy.
Knut Nesse, CEO of Nutreco said: "From the very beginning when SHV approached us, we have ensured a process to maximise value for our shareholders while safeguarding the interests of all stakeholders involved.
“SHV fully supports Nutreco in executing the existing "driving sustainable growth" strategy, including geographical expansion. The complete package of the SHV offer is compelling to the shareholders, employees and other stakeholders of Nutreco.
“The offer represents an attractive price, implies an above average EV/EBITDA multiple of 10.6 and provides high deal certainty for shareholders. Nutreco's Executive Board and Supervisory Board both fully support and unanimously recommend it for acceptance by our shareholders."
Stephan Nanninga, Chairman of the Executive Board of SHV said: "We are very pleased with the launch of the recommended public offer to acquire Nutreco, a true global leader in fish feed and animal nutrition.
“We consider Nutreco a very promising and exciting company with a good long-term growth opportunity, solid management and company values similar to SHV.
“Besides offering an attractive premium of 58 per cent to Nutreco's shareholders, we truly believe our offer is in the best interest of all Nutreco's stakeholders. SHV will fully support Nutreco's growth strategy as a group and drive investment, innovation and sustainability for the benefit of its customers and employees in the Netherlands and internationally alike.
“As part of this SHV has given a firm commitment to keep Nutreco as a separate group with headquarters, central management and key support functions in the Netherlands and maintain Nutreco's corporate identity, values and culture. We look forward to working with Nutreco's management and employees to continue feeding the future."
SHV will finance the deal with cash from its own available resources.
The Offer Period commences on 10 December 2014 at 09.00 hours CET and ends on 17 February 2015 at 17.40 hours CET, unless extended.
Nutreco will convene an extraordinary general meeting of shareholders to be held on 9 February 2015 during which, among other matters, the Offer will be discussed.
Nutreco said that its current shareholders can benefit from an attractive premium and high deal certainty due to SHV's ability to finance the total consideration from its own cash resources and no anti-trust issues are expected.
The company said that SHV fully supports Nutreco in executing its 'Driving sustainable growth' strategy, including geographical expansion.
SHV has welcomed Nutreco's focus on innovation and R&D, to support its 'Feeding the Future' missionand it said it has the financial strength to realise Nutreco's ambitions based on a prudent finance strategy.
SHV has a longstanding business track-record and good relations in Asia and other emerging markets, which are considered to be growth markets for Nutreco.
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 a strong and reputable management and a leading position in niche markets.
Nutreco and SHV have agreed that following Settlement of the Offer, the supervisory board of Nutreco will comprise of five members of which Mr Stephan Nanninga, Mr Boudewijn Beerkens and Mr Wouter van der Woerd are designated by SHV and Mr Piero Overmars and Mr Jaap Vink will continue as members 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. It is intended that Mr Overmars will act as the chairman of the Supervisory Board following Settlement. There will be no changes to the executive board of Nutreco.
Nutreco jhas also announced that its revenue for continuing operations in the third quarter was €1,428.9 million, a fall of 4.1 per cent compared to last year when it was€ 1,490.5 million.
The volume effect was a drop of1.0 per cent, with positive volume developments in Animal Nutrition and Compound Feed & Meat Iberia, offset by declining volumes in Fish Feed. The price effect was also a drop of one per cent.
The revenue for the nine months was flat at € 3,888.9 million.
The nine month EBITA rose by 7.2 per cent to € 195.8 million compared to € 182.7 million in the same nine months in 2013.
The EBITA in the third quarter of the year was € 87.6 million was 1.1 per cent lower than the same quarter last year when it was € 88.6 million.