Nutreco to be acquired by SHV Holdings
Netherlands’ SHV Holdings said that it had offered to buy the Dutch supplier of animal food, Nutreco for about 2.7 billion euros or $3.4 billion in cash.
For the family-owned SHV, the deal is expected to provide further diversification. SHV Holdings owns Makro, the warehouse club store, as well as businesses involved in gas and oil production, private equity transportation and investment.
SHV would pay €40 per share in cash for outstanding shares of Nutreco, under the terms of the deal. The offer represents a 42 percent premium to Nutreco’s closing price on Friday.
On Monday, Nutreco’s shares rose 39 percent to €39.20 in early trading in Amsterdam.
SHV’s chairman of the executive board, Stephan Nanninga said that they consider Nutreco a very promising and exciting company with a good long-term growth opportunity, solid management and company values similar to SHV.
Supervisory board of Nutreco has unanimously recommended that shareholders accept the offer.
The transaction will be contingent on shareholders agreeing to sell 95 percent of Nutreco’s outstanding shares to SHV, which plans to delist Nutreco’s shares after the merger and it is subject to regulatory approval.
After the merger, within SHV, Nutreco would remain a separate company and in the Netherlands it would maintain its headquarters.
The chief executive of Nutreco, Knut Nesse said that they are excited about this new step in the rich history of their company. SHV will be an excellent partner, enabling them to maintain their organization, values, corporate identity and culture.
For the company, SHV has the right to match any competing offers. Because of a competing offer, if the merger agreement is terminated, Nutreco will pay a €25 million as breakup fee to SHV.
Based in Amersfoort, Nutreco produces animal feed for fish food for industrial fisheries and farming as well as posted revenue of approximately €5.2 billion in 2013. Nutreco employs around 10,000 employers in 30 countries.
Based in Utrecht, SHV which is started in 1896 by the merger of two coal trading companies, it has diversified business including private equity investment and retail outlets. SHV employs 47,000 employers in 50 countries.
Leonardo & Company and ING advised Nutreco and legal advice was given by De Brauw Blackstone Westbroek. While Lazard advised SHV and the legal advice was given by Allen & Overy.