Nomad completes Iglo Group acquisition

Nomad Holdings Limited has closed its buy of European frozen food company Iglo Foods Holdings Limited for approximately 2.6 billion euros. The seller was Permira, which has re-invested 133.5 million euros of its sale proceeds into Nomad. Permira now owns about a 9 percent stake in Nomad.

PRESS RELEASE

TORTOLA, British Virgin Islands, June 1, 2015 /PRNewswire/ — Nomad Holdings Limited (LSE: NHL) announced today that it has completed its acquisition of Iglo Foods Holdings Limited (“Iglo Group”), Europe’s leading frozen food company, for approximately €2.6 billion. With the closing of this transaction, Nomad has been renamed Nomad Foods Limited (“Nomad” or “the Company”).

The transaction was funded through a combination of Nomad’s cash on hand, equity and proceeds from a private placement of approximately $795 million at US$10.50 per ordinary share to a limited group of institutional investors, assumption of Iglo Group’s existing indebtedness and the early exercise of most of Nomad’s outstanding warrants. In addition, the Permira funds and senior management re-invested €133.5 million of their proceeds into Nomad and now own approximately 9% of Nomad Foods Limited.
In connection with the close of the acquisition and as previously announced, Stéfan Descheemaeker has been appointed as Chief Executive Officer of Nomad and Iglo Group, effective immediately. Mr. Descheemaeker brings a strong background in food retailing, consumer goods, and corporate strategy to the position. He has also been appointed to the Company’s Board of Directors. In addition, Paul Kenyon, Iglo Group’s Chief Financial Officer, has been appointed Chief Financial Officer of Nomad and appointed to the Company’s Board of Directors.

Noam Gottesman, Nomad’s co-founder and co-chairman, commented, “The completion of this acquisition marks the start of Nomad’s growth story. Through Iglo Group, Nomad has gained an established presence in Europe’s fragmented frozen foods space. Martin (Franklin) and I look forward to building on Iglo Group’s market-leading position and to expanding into new and adjacent categories through disciplined M&A activity. Our talented team led by Stéfan, strong financial footing, and supportive shareholder base provide us with the resources necessary to pursue growth opportunities that will pave the way for long-term value creation.”

Stéfan Descheemaeker, Nomad’s newly-appointed Chief Executive Officer, said, “I am excited to embark on this journey. There are abundant organic and acquisitive growth opportunities available within the consumer foods space and I look forward to working with both the Nomad and Iglo Group teams in order to realize new levels of success.”

The sale of Iglo Group to Nomad has enabled Iglo Group to substantially improve its debt profile through the repayment of €490 million in existing term loans resulting in a net debt to EBITDA ratio of less than 3.8X. Additionally, Iglo Group has repriced its term loans and reduced overall interest rates through an amendment to its Senior Facility Agreement. These actions have contributed to a recent ratings upgrade by Moody’s to “B1” from “B2”. In addition, Standard & Poor’s has revised its outlook from “stable” to “positive” while reaffirming its “B+” rating.

With the closing of this transaction, Nomad has changed the composition of its Board of Directors. Noam Gottesman and Martin E. Franklin, Nomad’s co-founders, will serve as non-executive chairmen. Lord Myners of Truro CBE and Alun Cathcart will continue to serve as non-executive directors. Additionally, Stéfan Descheemaeker, Nomad’s new CEO, and Paul Kenyon, CFO of Iglo Group, Elio Leoni Sceti, Iglo Group’s outgoing CEO, John Coyle, partner at Permira Advisers LLC, Brian Welch, partner at Pershing Square Capital Management, and James E. Lillie, CEO of Jarden Corporation, have been appointed to the Board as non-executive directors. Non-founder director Guy Yamen has resigned his position from the Board.

Trading of Nomad’s ordinary shares and warrants remain suspended on the London Stock Exchange following the announcement of the transaction in April. The Company is currently seeking re-admission of its ordinary shares to a standard listing on the Official List and trading on the London Stock Exchange. Nomad will also look to complete a primary listing of its ordinary shares on the New York Stock Exchange.

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 the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding (i) Nomad’s ability to expand its presence in the frozen foods market; (ii) completion of successful acquisitions in same and adjacent categories; (iii) the reduction in the Iglo Group’s debt levels; (iv) the ability of Nomad to timely effect re-admission of Nomad’s ordinary shares on the London Stock Exchange; (v) the ability of Nomad to meet the eligibility criteria and effect a listing of its ordinary shares on the New York Stock Exchange; and (vi) 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 Iglo Group’s future performance, (ii) the risk that securities markets will react negatively to the transaction or other actions by Nomad, Iglo Group and the combined company after completion of the proposed transaction; (iii) the ability to recognize the anticipated benefits of the combination of Iglo Group and Nomad and of the combined company to take advantage of strategic opportunities; (iv) the successful completion of strategic acquisitions; (v) the limited liquidity and trading of Nomad’s securities; (vi) changes in applicable laws or regulations; and (vi) the other risks and uncertainties disclosed in Nomad’s public filings. 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, neither Nomad nor Iglo Group undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About Iglo Group
Iglo Group is a leading European food company whose iconic products have been part of people’s lives for over half a century. It is committed to bringing consumers great tasting food that can be enjoyed at every meal, every day by everybody. The Group’s mission is to realize its full potential to deliver Better Meals Together. The freezing process preserves the intrinsic qualities of food such as taste and nutrition, as well as providing a good platform for reducing food waste. These characteristics offer great potential for innovation, ensuring that consumers can have the best ingredients for exciting and enjoyable meals.
The Group’s core brands of Iglo, Birds Eye and Findus are category-defining names synonymous with high quality, great tasting food. The UK, Italy, Germany and Austria are the Group’s largest markets, representing approximately 85% of turnover.

About Nomad Foods Limited
Nomad Foods Limited (LSE: NHL) was formed in April 2014 to undertake an acquisition of a target company. More information on Nomad Holdings Limited is available at http://www.nomadholdingslimited.com.