MONTREAL, QUEBEC, CANADA — MRRM Inc. and Marbour S.A.S announced on Feb. 10 that they have entered into a definitive agreement under which Marbour will acquire 100% of MRRM for a total consideration of C$11 million.
The all-cash consideration is C$4.45 per share, which represents a 58% premium over MRRM's closing price as of Feb. 9, and a 56% premium over the volume-weighted average trading price of the MRRM shares for the past 20 trading days. The transaction has been unanimously approved by the board of directors of MRRM and is expected to close in the second quarter of 2015.
MRRM is the parent company of MRRM Inc., which operates under the name of Les Aliments Dainty Foods, Robert Reford Agency Inc. and Dainty Foods International Inc., all wholly-owned subsidiaries. Les Aliments Dainty Foods has been milling and processing rice for over a century.
Marbour is a privately-held company based in Marseille, France. It has more than 700 employees, and owns and operates 14 sites located in Europe, the Caribbean and the Indian Ocean. Almost 75% of Marbour's business activities are focused on the international rice business through its SIACOM business unit, and it is currently the third largest rice producer and distributor in Europe.
An independent committee of the board was mandated to evaluate the transaction and available alternatives.
Following a careful review and analysis, the sommittee unanimously recommended that the board accept the transaction. Based on the committee's recommendation and its own evaluation, the board, in turn, has unanimously approved the transaction. The board has further determined that the transaction is fair to all MRRM shareholders and is in the best interests of MRRM. As a result, it has authorized the submission of the transaction to shareholders of MRRM for their approval at a special meeting to be held in the coming weeks.
"Founded over 130 years ago by the Reford family, MRRM has had a storied history and has been an integral part of my life for over 25 years. Today, MRRM has the opportunity to begin a new chapter and become part of a larger and growing company. It is only after careful consideration and based on the Special Committee's thorough review, that the Board reached the unanimous conclusion that this opportunity is in the best interests of the company and is fair to all shareholders," said Nikola Reford, chairman of the board.
"We believe that Marbour, through SIACOM Canada Inc., brings advantages of scale and investment capability to MRRM, allowing it to grow. Marbour has a strong track record of investing in, and successfully integrating, its acquisitions and we believe that this transaction is beneficial to MRRM shareholders as well as its employees and other stakeholders," said Jean Bourdillon, president of Marbour.
Nikola Reford, Geoffrey Reford, and a company they control, Trébuchet Inc., the principal shareholders representing approximately 56.5% of the MRRM shares, have each entered into a support and voting agreement pursuant to which they have agreed to vote their shares in favor of the transaction.