Today, SHV holding has released its recommended cash offer to acquire Nutreco. The final offer is set at €44.50 (cum dividend) per ordinary share. If the shareholders agree, the acquisition can be made official in the coming months.
The Executive Board and the Supervisory Board of Nutreco (the ‘Boards’) already fully support and unanimously recommend the offer. They will present this offer for acceptance at a shareholders meeting, scheduled for 9 February 2015. If the shareholders agree, the company can be officially acquired by SHV.
Vision of Nutreco to be kept intact
According to the joint press statement, SHV wants to keep Nutreco’s mission and values. This means that the existing ‘Driving sustainable growth’ strategy including geographical expansion will be continued. SHV is also committed to fund Nutreco’s investment needs for capital expenditures and acquisitions. Both parties have agreed that Nutreco shall remain prudently financed. Nutreco’s corporate identity, values and culture will be maintained. Operating as a separate group within SHV, Nutreco’s headquarters, central management and key support functions remain in the Netherlands. In addition, SHV has agreed to respect all existing employee rights. Nutreco’s works councils also support the offer by SHV.
Thorough process since September
The Nutreco Boards followed a thorough process since the initial, unsolicited, SHV proposal of 19 September 2014. Nutreco negotiated the key terms of the possible transaction with SHV in a timeframe of approximately three weeks, also to prevent public leaks. SHV was allowed to conduct a high-level due diligence during which no price sensitive or forward looking information was provided. Further negotiations led to a Merger Agreement and the recommended offer to shareholders on Monday 20 October 2014.
After this announcement Nutreco was approached by Cargill. In the first contacts on 2 November 2014, Cargill confirmed that it was not sufficiently advanced in its analysis and that it was not yet possible for Cargill to provide a clear proposal. After further negotiations with Nutreco’s Boards, SHV raised its bid to €44.50 (cum dividend) in cash per ordinary share.