Nutreco N.V. and SHV Holdings N.V.have amended their conditional agreement, previously announced October 20, 2014, for a public offer by SHV for all issued and outstanding ordinary shares in the capital of Nutreco. Under the terms of the amended conditional agreement, SHV has agreed to increase its offer price from € 40 to € 44.50 in cash for each Nutreco ordinary share and amend the parties\' respective termination rights with regard to Competing Offers.
SHV has increased its offer in response to an unsolicited expression of competing interest that Nutreco received from Cargill, Inc on November 8, 2014 as well as to comments from various Nutreco shareholders.
SHV\'s Increased Offer of € 44.50 per Nutreco share is 11.25% higher than its initial offer. SHV\'s Increased Offer price represents a premium of 58% to the closing price of October 17, 2014 and a premium of 49% to the average closing price for the three months prior to and including that date. SHV\'s Increased Offer values 100% of the issued and outstanding shares of Nutreco at € 2,988 million.
Nutreco rejected Cargill\'s offer on the grounds that its intention of breaking up the Nutreco business is fundamentally inconsistent with Nutreco\'s long-term growth strategy for the business as a whole.
In its expression of competing interest, Cargill stated that, subject to satisfactory completion of a due diligence exercise, it would intend to make an offer of at least € 43.20 in cash per Nutreco share. Cargill stated that it was exploring a structured transaction together with private equity firm Permira. This would result in a break up of Nutreco: Cargill would acquire the Fish Feed business and Permira would acquire the Animal Nutrition business.
Cargill\'s expression of interest was still subject to the approval of Cargill\'s board of directors. The potential structure with regards to Permira\'s involvement was also unclear.
Nutreco\'s Executive Board and the Supervisory Board are of the opinion that SHV\'s Increased Offer will deliver superior benefits to the shareholders, employees, customers, partners and other stakeholders of Nutreco. The Executive Board and the Supervisory Board fully support and unanimously recommend SHV\'s Increased Offer for acceptance to the shareholders of Nutreco.
Under an amended conditional agreement, Nutreco and SHV may terminate the conditional 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 than SHV\'s Increased Offer, taking into account the identity and track record of SHV and that of the third party, certainty of execution (including certainty of financing and compliance with all anti-trust and other regulatory laws), conditionality, the future plans of such third party with respect to Nutreco and its strategy, management, employees and other stakeholders of Nutreco, provided, that the consideration per share exceeds SHV\'s Increased Offer price by 8% or more. In the event of such third party offer, SHV has the opportunity to match such offer, in which case the conditional agreement may not be terminated by Nutreco.
See: THE NETHERLANDS - Nutreco Agrees to SHV Takeover Offer of $3.4 billion
