11 July 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.
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").
- grow its brands in core categories;
- upgrade its operations;
- build a green, attractive and efficient company; and
- make selective acquisitions.
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.”
“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.”