UTRECHT, NETHERLANDS — Nutreco N.V. and SHV Holdings N.V. jointly announced on Nov. 10 that SHV has agreed to increase its offer price for all issued and outstanding ordinary shares in Nutreco.
SHV increased its offer by 11.25% to €44.50 from the €40 offered in the original agreement announced on Oct. 20. By making the Increased Offer, SHV responded to an unsolicited expression of competing interest that Nutreco received from Cargill on Nov. 8 as well as to comments from various Nutreco shareholders. Nutreco has informed SHV of Cargill's expression of competing interest in accordance with the conditional agreement between SHV and Nutreco dated Oct. 19.
SHV's increased offer price represents a premium of 58% to the closing price of Oct. 17 and a premium of 49% to the average closing price for the three months prior to and including that date. SHV's Increased Offer values 100% of the issued and outstanding shares of Nutreco at €2.988 billion.
Nutreco announced that it has rejected such expression of competing interest from Cargill. Nutreco, together with its advisors, have concluded that Cargill's intention of breaking up the Nutreco business is fundamentally inconsistent with Nutreco's long-term growth strategy for the business as a whole.
In its expression of competing interest, Cargill stated that, subject to satisfactory completion of a due diligence exercise, it would intend to make an offer of at least €43.20 in cash per Nutreco share. Cargill stated that it was exploring a structured transaction together with private equity firm Permira. This would result in a break up of Nutreco. Cargill would acquire the fish feed business, and Permira would acquire the animal nutrition business.
Cargill's expression of interest was still subject to the approval of Cargill's board of directors and contained substantial other execution uncertainties. The potential structure with regards to Permira's involvement was unclear.
Taking into account the above, Nutreco concluded that Cargill's expression of competing interest is not in the interest of Nutreco's stakeholders.
The executive and supervisory boards are of the opinion that SHV's increased offer will deliver superior benefits to the shareholders, employees, customers, partners and other stakeholders of Nutreco. The boards fully support and unanimously recommend SHV's offer for acceptance to the shareholders of Nutreco.