Nomad Foods has agreed to acquire Findus Group‘s European frozen food business for about 500 million pounds. The sellers, all of whom will receive 8.4 million shares of Nomad at the closing, include Highbridge Principal Strategies, Lion Capital LLP and Sankaty Advisors. UBS Investment Bank and Credit Suisse provided financial advice to Nomad on the transaction.
Tortola, B.V.I.- August 13, 2015 – Nomad Foods Limited (LSE: NHL) (“Nomad”) announced today that it has entered into an option agreement with LionGem Sweden 1 AB (the “Seller”), a company backed by a group of investors, including Highbridge Principal Strategies, Lion Capital LLP and Sankaty Advisors, under which Nomad or one of its subsidiaries shall be obliged at the option of the Seller to acquire Findus Sverige AB and its subsidiaries for approximately £500 million (“Option Agreement”). Through this transaction Nomad will acquire Findus Group’s continental European businesses in Sweden, Norway, Finland, Denmark, France, Spain and Belgium. These operations include the intellectual property and commercialisation rights to the Findus, Lutosa, and La Cocinera brands in the respective markets. The remaining part of the Findus Group, including Young’s Seafood Limited in the UK, will remain under the ownership of the Seller.
The £400 million cash portion of the purchase price is expected to be funded through a combination of Nomad’s cash in hand and debt. Additionally, the Seller will be issued approximately 8.4 million ordinary shares in the capital of Nomad at closing (the “Shares”). The Seller will be restricted from transferring any of the Shares within one year following closing and will be restricted from transferring 50% of the Shares within two years of closing. Nomad expects the Seller to exercise the option – following completion of works council consultations – in the fourth quarter of 2015, after which the parties will enter into a definitive sale and purchase agreement (“Transaction Agreement”). The transaction is expected to close shortly thereafter, subject to customary closing conditions including regulatory approvals.
Through this transaction, Nomad will acquire a leading frozen food business in France, Sweden, Norway and Finland. The operations being acquired include approximately 1,500 employees and 6 manufacturing facilities in Norway, Sweden, France, and Spain as well as the intellectual property and commercialisation rights in the relevant territories. Annual revenues are approximately €600 million with an adjusted EBITDA margin of approximately 11%. The acquisition is expected to be immediately accretive to Nomad’s earnings with approximately €25 million to €30 million of annual synergies targeted over the next three years. Through Iglo Foods Holdings Limited and its subsidiaries (“Iglo Group”),
Nomad currently operates Findus in Italy and this transaction creates a pan-European food business and further reunites the brand across the continent. This will enable Findus to move forward as a more unified brand and will support efforts to drive innovation, introduce new meal options, and conduct marketing initiatives aimed at bringing more consumers across Europe to the frozen foods aisles. The geographic footprint of the operations included in this transaction complements Nomad’s reach and, following closing of the transaction, Nomad will have extended its footprint throughout Europe. Nomad expects to benefit from a combined operating model that facilitates collaboration and innovation across the businesses.
Stéfan Descheemaeker, Nomad’s Chief Executive Officer, stated, “This transaction is in line with our growth strategy, an exciting addition to the Nomad portfolio, and a significant milestone in reaching our goal of building a global consumer foods company. While the operations we are acquiring are strong, attractive assets on their own, combining them with our existing businesses creates a unique value proposition and unlocks new growth opportunities. The Findus name is well-loved and iconic across the European continent, and having the businesses under one umbrella brings together two talented, world-class teams, enabling us to share best practices and to elevate and evolve the brand as we bring an even greater choice of products to consumers. ”
Noam Gottesman and Martin E. Franklin, Nomad’s Co-Chairmen and Founders, jointly commented, “Curating a portfolio of market-leading consumer foods companies remains our core objective and this acquisition furthers our long-term commitment to growing the frozen food sector in Europe through ongoing investments in brands, innovation, and product development. This transaction builds on the positive momentum generated by Stéfan and the Iglo Group team, and we are excited to welcome the Findus employees to the Nomad family. The addition of these businesses is transformative to Nomad as it augments our product offering, customer reach, and geographic footprint, further solidifying our leadership position in Europe’s fragmented frozen foods sector.”
James Hill, Chief Executive of Findus Group, said: “This transaction represents a strategic milestone for Findus and is a positive development for the European food industry as a whole. The new group will be bigger, stronger, more efficient and more innovative than its component parts, offering significant benefits not only to consumers, but to all of our stakeholders. I am confident this is an ideal way for Findus to sustain the growth of recent years and I’d like to thank all those, especially our dedicated employees, who have made it possible.”
The Seller can exercise its option following the completion of works council consultations in France and closing of the acquisition will be subject to certain regulatory approvals. If not exercised within five months, the option will lapse and the Seller will be obliged to pay a break fee of £15 million. If after exercise of the option Nomad is not able to raise sufficient financing to complete the acquisition, the Seller will be entitled to a reverse break fee of approximately £34.2 million.
UBS Investment Bank and Credit Suisse acted as financial advisors and Greenberg Traurig acted as legal advisor to Nomad on the transaction. To finance this transaction, Nomad intends to use its existing cash and seek further debt funding from UBS, Credit Suisse and Barclays.
Centerview Partners acted as exclusive financial advisor and Latham & Watkins acted as legal advisors to the Seller.
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.
UBS Limited and Credit Suisse Securities (Europe) Limited are acting exclusively for Nomad and no one else in connection with the transaction and will not be responsible to anyone other than Nomad for providing the protections afforded to its clients or for providing advice in relation to the transaction or in relation to the contents of this announcement or any transaction or any other matters referred to herein. UBS Limited and Credit Suisse Securities (Europe) Limited are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
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 anticipated exercise of the Option Agreement, (ii) the anticipated closing date of the transaction, (iii) the funding of the transaction; (iv) the success of the unified Findus brand; (v) Nomad’s future growth opportunities and market share; (vi) targeted synergies; and (vii) 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) the ability and willingness of the Seller to exercise its option under the Option Agreement, (ii) the ability and willingness of the parties to the Transaction Agreement, if entered into, to meet the closing conditions set forth therein (iii) economic conditions, competition and other risks that may affect Nomad’s or the acquired business’ future performance, (iv) the occurrence of any event, change or other circumstances that could give rise to the termination of the Option Agreement or the Transaction Agreement; (v) the risk that any condition to closing of the Transaction Agreement may not be satisfied; (vi) 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; (vii) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (viii) 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; (ix) unexpected liabilities incurred or arising from the acquisition of the acquired business which are not adequately mitigated in the Transaction Agreement (x) costs related to the proposed transaction; (xi) the limited liquidity and trading of Nomad’s securities; (xii) changes in applicable laws or regulations; (xiii) exchange rate fluctuations; (xiv) the possibility that Nomad or the acquired business may be adversely affected by other economic, business, and/or competitive factors; and (xv) 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 Findus Group
Findus Group is one of Europe’s largest frozen food and seafood companies with leading brands, 4,500 employees and over £1 billion turnover. Findus Group has decentralised operations in 3 regional clusters, the Nordics (including Sweden, Norway, Finland and Denmark), Young’s Seafood Limited in the UK (which is not being acquired by Nomad pursuant to the Transaction Agreement) and Southern Europe (including France, Spain and Belgium). More information on Findus Group is available at www.findusgroup.com.
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.