Launch of recommended cash offer for all shares of Wessanen

11 Jul 2019

This is a joint press release by PAI Partners SAS (“PAI”) and various entities (indirectly) controlled by or affiliated to Charles Jobson and/or his family members (“Charles Jobson”, and together with PAI, the “Consortium”), acting jointly through Best of Nature Bidco B.V. (“Bidco”, and together with the Consortium, the “Offeror”), and Koninklijke Wessanen N.V. (“Wessanen” or the “Company”), pursuant to the provisions of Section 4 paragraph 1, Section 10 paragraph 1 sub c and paragraph 3 and Section 18 paragraph 3 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the “Decree”) in connection with the public offer by the Consortium for all the issued and outstanding ordinary shares in the capital of Wessanen. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Wessanen. Any offer will be made only by means of the offer memorandum (the “Offer Memorandum”) approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) on 11 July 2019 and available as of today. The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum.

Key takeaways:

  • The Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) has approved the Offer Memorandum submitted by the Consortium, enabling the Consortium to formally launch the Offer
  • Offer Period extends from 12 July 2019 to 6 September 2019
  • Offer Price is EUR 11.36 per share, adjusted accordingly from EUR 11.50 to reflect the dividend pay-out of EUR 0.14 earlier this year
  • The proposed transaction will be explained at an Extraordinary General Meeting on 29 August 2019
  • Wessanen’s Supervisory Board and Executive Board support the transaction and recommend that its Shareholders accept the Offer
  • The works council of Wessanen has responded with positive advice to the Offer by the Consortium
  • Paris, France / Boston, Massachusetts, U.S. / Amsterdam, the Netherlands – 11 July 2019

    With reference to the joint press releases dated 10 April and 8 May 2019, and the publication of the Offer Memorandum today, the Offeror and Wessanen jointly announce that Bidco is making a recommended cash offer to all holders of issued ordinary shares (the “Shares”, and each holder of such Shares, a “Shareholder”) in the share capital of Wessanen, to acquire their Shares at an offer price of EUR 11.36 (cum dividend) in cash per Share (the “Offer”).

    Transaction highlights

  • Recommended all-cash public offer by the Offeror at an offer price of EUR 11.36 (cum dividend) per tendered Share (the “Offer Price”);
  • The Consortium shares Wessanen’s view to pursue the growth of its leading healthy and sustainable food position and fully supports the vision, mission and 4-pillar strategy of Wessanen to:
  • – grow its brands in core categories;
    – upgrade its operations;
    – build a green, attractive and efficient company; and
    – make selective acquisitions.

  • Wessanen’s Supervisory Board and Executive Board (together the “Boards”) support the transaction and recommend that its Shareholders accept the Offer and vote in favour of the resolutions to be proposed at the extraordinary general meeting of Shareholders (the “EGM”);
  • Charles Jobson, holding in aggregate approximately 25.68% of the Shares, has irrevocably agreed to support the Offer and tender all or part of his Shares under the Offer under the same terms and conditions as described in the Offer Memorandum. In the event Charles Jobson does not tender all of his Shares under the Offer, Jobson shall sell and transfer through a separate sale or contribute and transfer, directly or indirectly, to Bidco;
  • All shareholding members of the Boards, holding in aggregate approximately 0.2% of the Shares, have irrevocably agreed to support the Offer and tender their Shares under the same terms and conditions as described in the Offer Memorandum;
  • The works council of Wessanen has been informed about the Offer, the Recommendation, the Post-Closing Restructuring, and the financing of the Offer and has responded with positive advice;
  • A Position Statement providing further information to the Shareholders, including the agenda for the EGM, which will be held on 29 August 2019 and during which the Offer will be discussed, is available on the corporate website of Wessanen;
  • The Offer Period commences at 09.00 hours CET, 12 July 2019 and will, unless extended, expire at 17.40 hours CET on 6 September 2019. Completion of the Offer is currently expected in Q3 2019.
  • Gaëlle d’Engremont, Partner at PAI Partners:
    “Wessanen has a leading position in the European organic and health food market. PAI shares the Boards’ vision to establish Wessanen as an even stronger European leader and will ensure the company remains at the forefront of the health food industry. In particular we fully support the company’s B Corp ambitions. We are convinced that our network and track record in the food industry will support Wessanen’s growth objectives and enable the company to advance through to its next phase of development. We look forward to an exciting journey with Wessanen; we will be investing in its brands while also providing the resources needed to ensure the company plays a prominent role in the consolidation of the organic, healthy and sustainable foods industry in Europe.”

    Charles Jobson:
    “Consumers are demanding healthier, more sustainable foods with simpler ingredient lists. Europe is still in the early stages of this movement and Wessanen is well positioned to serve the growing number of consumers who care about what is in their food with a strong portfolio of brands that people love. As a shareholder since 2009, I am fully confident in the management team’s ability to execute its strategy while treating all constituents, from the grower to the consumer, fairly. Our consortium can help Wessanen build on these strengths to become a pan-European leader in healthy, organic, and sustainable foods.”

    Christophe Barnouin, CEO of Wessanen:
    “Wessanen has a strong track record both as a European leader in healthy, organic and sustainable food and as a sustainable company. We are pursuing a clear strategy to help us realise our purpose of connecting people to nature and by doing so help them make better food choices for their own health and the health of our planet. With a single owner we will be in a better to position to do this, accelerating implementation of our strategy thanks to the Consortium’s experience in the food and consumer space and the opportunity it brings to further invest in our brands and people. Our sustainable character will be preserved as the consortium shares our commitment to the UN Sustainable Development Goals and the group-wide B Corp certification that we aspire to. We believe the complete package of the offer is attractive for our shareholders, employees and other stakeholders of Wessanen. Therefore both Boards and the works council fully support and recommend the Offer.”

    Download the offer memorandum here

    Download the full press release here

    Press enquiries the Consortium

    CFF Communications
    Claire Verhagen
    Phone +31 6 50516325

    Press enquiries Koninklijke Wessanen

    Hill+Knowlton Strategies
    Ingo Heijnen
    Phone +31 6 55867904

    Settlement Agent

    ABN AMRO Bank N.V. I Global Markets I Corporate Broking
    Gustav Mahlerlaan 10 I P.O. Box 283 (HQ 7212)
    1000 EA AMSTERDAM I The Netherlands
    T: +31 (0)20 344 2000 I

    About PAI Partners

    PAI Partners is a leading European private equity firm with offices in Paris, London, Luxembourg, Madrid, Milan, Munich, New York and Stockholm. PAI Partners manages €13.4 billion of dedicated buyout funds. Since 1994, the company has completed 71 transactions in 11 countries, representing over €50 billion in transaction value. PAI Partners is characterised by its industrial approach to ownership combined with its sector-based organisation. PAI Partners provide the companies it owns with the financial and strategic support required to pursue their development and enhance strategic value creation.

    About Charles Jobson

    Charles Jobson, CFA, has been a Director at Good Times Restaurants Inc. (listed on NASDAQ) since May 24, 2018. He co-founded Delta Partners, LLC in 1999 and serves as its portfolio manager. Charles Jobson has been a long-term shareholder of Wessanen since 2009. Charles Jobson has shown strong support for the current management of Wessanen and believes in the current strategy. He would like to continue investing in the business to unlock its further potential as a growth company.

    About Koninklijke Wessanen

    Koninklijke Wessanen is a leading company in the European market for healthy and sustainable food. In 2018, revenue was €628 million, and the company employed on average 1,350 people. With its purpose ‘connect to nature’ Wessanen focuses on organic, vegetarian, fair trade and nutritionally beneficial products. The family of companies is committed to driving positive change in food in Europe. Wessanen’s own brands include many pioneers and market leaders: Allos, Alter Eco, Bjorg, Bonneterre, Clipper, Destination, El Granero, Isola Bio, Kallø, Mrs Crimble’s, Tartex, Whole Earth and Zonnatura.