Nutreco CEO Knut Nesse. (Photo Credit: Nutreco)

SHV offers EUR 2.7 billion for Nutreco

NETHERLANDS
Tuesday, October 21, 2014, 01:10 (GMT + 9)

Dutch investment group SHV and Nutreco have reached a conditional agreement on a recommended full public offer presented by the former to acquire Nutreco for EUR 2,685 million, paying EUR 40 in cash per issued and outstanding ordinary share of Nutreco.

Both firms have jointly made this announcement in a joint press release, stating that the offer price represents a premium of 42 per cent to the closing price of 17 October and a premium of 34 per cent to the average closing price for the 3 months prior to and including that date.

"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,” pointed out Nutreco CEO Knut Nesse.

And Nesse explained that SHV will be an excellent partner that will enable them to maintain their corporate identity, culture, values and organisation.

“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," the CEO added.

According to the press release, SHV will financially support Nutreco with investment needs for capital expenditures and acquisitions in accordance with Nutreco's long-term growth strategy and will finance the proposed transaction with cash from its own available resources.

Besides, 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 and to maintain Nutreco's corporate identity, values and culture.

For his part, SHV Chairman of the Executive Board Stephan Nanninga remarked: "We consider Nutreco a very promising and exciting company with a good long-term growth opportunity, solid management and company values similar to SHV.”

SHV have also committed to keeping Nutreco as a separate group with headquarters, central management and key support functions in the Netherlands without breaking up Nutreco's group or its business units.

In addition, SHV will respect employee rights, protect minority shareholders' interests as well as non-financial covenants by two independent supervisory board members and prudently finance Nutreco's group.

Nutreco and SHV may terminate the merger agreement in the event a bona fide third party makes an offer which, in the reasonable opinion of the Executive Board and the Supervisory Board, is a more beneficial offer. 

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