UTRECT, NETHERLANDS — The executive and supervisory boards of Nutreco said on Dec. 5 that they fully support and unanimously recommend SHV’s offer for all Nutreco shares at a price of €44.50 per share.
SHV on Nov. 10 increased its initial offer price made in October by 11.25%, representing a premium of 58% of the closing price on Oct. 17. SHV increased its offer in response to an unsolicited expression of competing interest Nutreco received from Cargill and Permira, a U.K. private equity group, on Nov. 8, as well as to comments from various Nutreco shareholders.
The Financial Times reported that investors in Nutreco have criticized the company for not launching a competitive auction and said it should open its books to Cargill and Permira.
Analysts expect Cargill and Permira will make another move now that Nutreco has published an offer memorandum, the Financial Times reported.
The SHV offer is subject to satisfaction or waiver of the offer conditions as set out in the offer memorandum, including a 95% acceptance condition which the offeror can waive to 66 2/3% without the approval of the boards.
The offer period begins on Dec. 10 and closes on Feb. 17, 2015, unless it is extended.
Nutreco will convene an extraordinary general meeting of shareholders on Feb. 9, 2015 during which, among other matters, the offer will be discussed.
"From the very beginning when SHV approached us, we have ensured a process to maximize value for our shareholders while safeguarding the interests of all stakeholders involved. SHV fully supports Nutreco in executing the existing ‘driving sustainable growth’ strategy, including geographical expansion,” said Nutreco Chief Executive Officer Knut Nesse. “The complete package of the SHV offer is compelling to the shareholders, employees and other stakeholders of Nutreco. The offer represents an attractive price, implies an above average EV/EBITDA multiple of 10.6 and provides high deal certainty for shareholders. Nutreco's Executive Board and Supervisory Board both fully support and unanimously recommend it for acceptance by our shareholders."
"We are very pleased with the launch of the recommended public offer to acquire Nutreco, a true global leader in fish feed and animal nutrition. We consider Nutreco a very promising and exciting company with a good long-term growth opportunity, solid management and company values similar to SHV. Besides offering an attractive premium of 58% to Nutreco's shareholders, we truly believe our offer is in the best interest of all Nutreco's stakeholders,” said Stephen Nanninga, chairman of the SHV Executive Board. SHV will fully support Nutreco's growth strategy as a group and drive investment, innovation and sustainability for the benefit of its customers and employees in the Netherlands and internationally alike. As part of this SHV has given a firm commitment to keep Nutreco as a separate group with headquarters, central management and key support functions in the Netherlands and maintain Nutreco's corporate identity, values and culture. We look forward to working with Nutreco's management and employees to continue feeding the future."