Nomad acquires European frozen food comapny Findus

Nomad Foods Limited has closed its previously announced buy of European frozen food company
Findus Sverige AB from
LionGem Sweden 1 AB, which is backed by Highbridge Principal Strategies, Lion Capital LLP and Sankaty Advisors. The deal was for about 500 million pounds.

PRESS RELEASE

TORTOLA, British Virgin Islands, Nov. 2, 2015 /PRNewswire/ — Nomad Foods Limited (LSE: NHL) (“Nomad”) announced today that it has completed its acquisition of Findus Sverige AB and its subsidiaries from LionGem Sweden 1 AB (the “Seller”), a company backed by a group of investors including Highbridge Principal Strategies, Lion Capital LLP and Sankaty Advisors, for approximately £500 million. The acquisition includes Findus Group’s continental European businesses in Sweden, Norway, Finland, Denmark, France, Spain, and Belgium, as well as the intellectual property and commercialisation rights to the Findus, Lutosa, and La Cocinera brands in the respective markets. The acquired operations include approximately 1,500 employees and 6 manufacturing facilities.

Through this transaction, Nomad extends its position as the largest frozen food company in Western Europe, with leading market share in 9 countries (UK, France, Sweden, Germany, Italy, Austria, Belgium, Portugal, and Spain). The acquisition reunites Nomad’s existing Findus-branded business in Italy with the brand in other key geographies, strengthening overall presence across the European continent. Including the acquired Findus businesses, Nomad employs over 4,300 people in 15 countries, with 10 factories, and a broad portfolio of product offerings. This scale and reach will help Nomad execute on its innovation strategies while using consumer insights to tailor its offering for local markets.

Stéfan Descheemaeker, Nomad’s Chief Executive Officer, said, “The complementary nature of our footprint and the strength of our combined brands across Europe significantly enhance Nomad’s scale and competitive offering. The Birdseye, Iglo, and Findus brands have played key roles in defining the frozen food category over the past decades, and together will be better positioned to continue bringing fresh and ‘better-for-you’ meal options to consumers across Europe.”

Nomad’s co-founders and co-chairmen, Noam Gottesman and Martin E. Franklin, jointly remarked, “The closing of this acquisition demonstrates our ability to successfully execute against our defined strategy. Bringing these businesses together will yield substantial synergies, which we intend to re-invest in our ongoing growth and expansion. As we work to build a best-in-class global consumer foods company, we are encouraged by the opportunity set and remain focused on creating value for all of our stakeholders.”

The cash consideration of £400 million was funded through a combination of existing cash on hand and a new senior term loan. At closing, Nomad’s net debt to Adjusted EBITDA ratio is approximately 3.7X. Additionally, the Seller has been issued approximately 8.4 million ordinary shares in the capital of Nomad (the “Shares”), representing approximately 5% of the issued ordinary share capital of Nomad. The Seller is restricted from transferring any of the Shares before November 2, 2016 and is restricted from transferring more than 50% of the Shares before November 2, 2017.

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.

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 success of the unified Findus brand; (ii) Nomad’s future growth opportunities and market share; (iii) targeted synergies; and (iv) 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) economic conditions, competition and other risks that may affect Nomad’s or the acquired business’ future performance, (ii) the risk that securities markets will react negatively to the transaction or other actions by Nomad, the acquired business and the combined group after completion of the proposed transaction; (iii) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (iv) the ability to recognise the anticipated benefits of the combination of the acquired business and Nomad and of the combined group to take advantage of strategic opportunities; (v) unexpected liabilities incurred or arising from the acquisition of the acquired business which are not adequately mitigated in the transaction documents (vi) costs related to the transaction; (vii) the limited liquidity and trading of Nomad’s securities; (viii) changes in applicable laws or regulations; (ix) exchange rate fluctuations; (x) the possibility that Nomad or the acquired business may be adversely affected by other economic, business, and/or competitive factors; and (xi) other risks and uncertainties.

Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, Nomad undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About Nomad Foods Limited
Nomad Foods Limited (LSE: NHL) is a leading packaged foods company. We aim to build a global portfolio of best-in-class food companies and brands within the frozen category and across the broader food sector. More information on Nomad Foods Limited is available at http://www.nomadfoods.com.