AMSTERDAM, NETHERLANDS — SHV, a family-owned Dutch investment firm, and Nutreco announced on Oct. 20 that they have reached a conditional agreement on a recommended full public offer for Nutreco of €40 ($51) in cash per issued and outstanding ordinary share of Nutreco

The offer price represents a premium of 42% to the closing price of Oct. 17 and a premium of 34% to the average closing price for the three months prior to and including that date. Nutreco us a Dutch producer of animal nutrition, fish feed and processed meat products.

"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 organization,” said Knut Nesse, chief executive officer of Nutreco. “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."

"We consider Nutreco a very promising and exciting company with a good long-term growth opportunity, solid management and company values similar to SHV,” said Stephan Nanninga, chairman of the executive board of 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."

SHV is a privately owned company. It will financially support Nutreco with investment needs for capital expenditures and acquisitions in accordance with Nutreco's long-term growth strategy.

SHV has financing in place and will finance the proposed transaction with cash from its own available resources

SHV has agreed to certain non-financial covenants, including to:

• Support execution of Nutreco's business strategy with current management, including anticipated capital expenditures and mergers & acquisitions.
• Maintain Nutreco's corporate identity, values and culture.
• Keep Nutreco as a separate group with headquarters, central management and key support functions in the Netherlands.
• No break up of Nutreco's group or its business units.
• Respect employee rights.
• Protection of minority shareholders' interests as well as non-financial covenants by two independent supervisory board members

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. 

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.