10 Apr 2019
This is a joint press release by Koninklijke Wessanen N.V. (“Wessanen” or the “Company”), PAI Partners SAS (“PAI”) and various entities (indirectly) affiliated to Charles Jobson and/or his family members (“Charles Jobson”, and together with PAI, the “Consortium”), pursuant to the provisions of Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree”) in connection with the intended public offer by Best of Nature Bidco B.V.(“the Offeror”) 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 an offer memorandum (the “Offer Memorandum”) approved by the AFM. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan.
Koninklijke Wessanen N.V. (“Wessanen” or the “Company”), a European leader in healthy, organic and sustainable food, and a Consortium consisting of PAI Partners SAS (“PAI” or “PAI Partners”) and Charles Jobson are pleased to announce that a conditional agreement (the “Merger Agreement”) has been reached on a recommended public offer (the “Offer”) to be made by the Consortium for the entire issued and outstanding share capital of Wessanen (the “Shares”) for EUR 11.50 in cash per Share (cum dividend) (the “Offer Price”). This represents a total consideration of approximately EUR 885 million. The acquisition will enable Wessanen to continue to invest in initiatives in order to maintain its position as a leader in sustainable foods. The Consortium shares Wessanen’s view to pursue growth of its leading healthy and sustainable food brands. Wessanen welcomes the prospect of the longer-term horizon and stability under the ownership of the Consortium, expanding its position in organic foods and preserving its sustainable character, which will benefit all stakeholders of the Company.
Christophe Barnouin, CEO of Wessanen:“Our vision is to build a European leader in organic and sustainable food. We want to remain at the forefront of making food healthier and more sustainable for the benefit of both consumers and the planet. This requires a long-term commitment from shareholders and long-term investments. It is all the more critical in an era where organic, sustainable and healthy themes have grown increasingly popular, which in turn has resulted in a more competitive landscape. PAI and Charles Jobson are fully supportive of our strategy and will bring a longer-term horizon and additional investments supporting the execution of our plans. We believe that for our existing shareholders, the Offer represents an attractive price. Taking into account the interests of all stakeholders, the Boards consider the Offer to be in the best interest of Wessanen and we therefore fully support and recommend the Offer.”
Gaëlle d’Engremont, Partner at PAI Partners: “Wessanen is extremely well positioned in the European health food industry, housing high-quality brands and being at the forefront on innovation in this rapidly growing sector. We intend to accelerate Wessanen’s growth using our experience in the food and consumer space and investing further in the brands and the people of Wessanen to increase the reach of the company. We are fully committed to Wessanen’s current strategy and are excited to work alongside their passionate management team and long-time shareholder Charles Jobson. Together we can support the company to further build on its position as a leading sustainable and healthy food company in Europe, fully engaged with its customers on a daily basis.”
Charles Jobson: “Since 2009, I have been a supporter of Wessanen’s vision to become Europe’s leader in healthy and sustainable food. I have been following Wessanen closely and strongly believe in a bright future for all its stakeholders. As a private company, I believe Wessanen will have better potential to accelerate and continue to be at the forefront in the industry. Together with PAI, a long-term strategic partner, we will support Wessanen and its management in the execution of its strategic plans over the coming years.”
Commitment to the strategy
Commitments to employees, sustainability and other non-financial considerations
Background on the Consortium
PAI has a strong track-record of acquiring businesses and supporting management teams to invest for growth, both organically and through acquisitions. PAI has an extensive network and relationships across the Food & Consumer sector in Europe with previous investments in the sector, from which Wessanen would benefit. The direction of Wessanen to strongly focus on sustainability fits with PAI’s perspective on the importance of ESG factors in their investments.
Charles Jobson has been a supportive shareholder of Wessanen for a decade and has built out his stake over the years to become Wessanen’s largest shareholder, holding approximately 25.74% in aggregate of the Shares. He supports the Company’s strategy and has supported the management in its efforts to transform Wessanen into the company it is today.
Upon completion of the Offer, PAI will hold approximately 62% and Charles Jobson approximately 38% in the Consortium.
The proposed transaction envisions the acquisition of the Shares pursuant to a recommended all cash public offer by the Offeror. The Offer Price values 100% of the Shares at approximately EUR 885 million. If approved during Wessanen’s annual general meeting of shareholders on 11 April 2019, Wessanen shall pay to its shareholders a dividend over the financial year 2018 of 14 eurocent per Share in which case the Offer Price shall be reduced by 14 eurocent per Share.
The Offer Price represents:
Irrevocable undertaking of Charles Jobson
Charles Jobson (directly and indirectly) currently has a shareholding in Wessanen of approximately 25.74% in aggregate of the Shares, and has provided an irrevocable undertaking to cash out approximately 5% of the Shares and to reinvest the remainder of his shareholding (representing approximately 21% of the Shares) into the Offeror and to vote in favor of the resolutions to be proposed at the extraordinary general meeting of Wessanen to be held in connection with the Offer, subject to the Offer being declared unconditional. In so far as Charles Jobson tenders his Shares under the Offer, he will do so under the same terms and conditions as described in the Offer Memorandum.
In accordance with the applicable public offer rules, any information shared with Charles Jobson about the Offer shall, if not published prior to the Offer Memorandum being made generally available, be included in the Offer Memorandum in respect of the Offer.
Recommendation by the Wessanen Boards
The executive board and supervisory board of Wessanen (together, the “Boards”) have frequently discussed the developments of the proposed transaction and the key decisions in connection therewith throughout the process. Consistent with their fiduciary responsibilities, the Boards, with the support of their financial and legal advisors, have carefully reviewed the Offer and have given careful consideration to all aspects of the Offer, including strategic, financial, operational and social points of view. The Boards are of the opinion that the Consortium makes a compelling offer representing a fair price and attractive premium to Wessanen’s shareholders, as well as favourable non-financial terms. The Boards conclude that the Offer is in the long-term interest of the Company, the sustainable success of its business, clients, employees, shareholders and other stakeholders.
In reaching its recommendation, the Boards have explicitly taken into account the interests of all stakeholders. The Consortium will support the Company in the execution of its strategy and is able to provide Wessanen with expertise and readily access to capital in support of investments to grow its leading healthy and sustainable brands, to upgrade operations and to add scale in core categories and markets through acquisitions.
Lazard has issued a fairness opinion to the executive board of Wessanen and ABN AMRO has issued a fairness opinion to the supervisory board of Wessanen. Both have opined that the Offer Price is fair to the holders of Shares and the Share Sale Price (as defined below) is fair, from a financial point of view, to Wessanen Holdco.
Taking all these considerations into account, the Boards fully support and recommend to Wessanen’s shareholders to tender their Shares under the Offer, if and when made. Accordingly, the Boards recommend that Wessanen’s shareholders accept the Offer and vote in favour of the resolutions relating to the Offer at the upcoming extraordinary general meeting of Wessanen, to be held during the offer period (the “EGM”). Furthermore, all members of the Boards who hold Shares for their own account will tender all those Shares into the Offer. The support and recommendation of the Boards, and the obligations of Wessanen in relation thereto, are subject to the terms and conditions of the Merger Agreement and completion of consultation with the appropriate employee representative bodies.
Mr. Kluiber, member of the supervisory board of Wessanen, who was nominated for appointment by Charles Jobson in 2012, has not participated in any discussions and decision-making process in respect of the Offer since the Consortium first approached Wessanen early February 2019.
Fully committed financing for the Offer
The Offer Price values 100% of the Shares at approximately EUR 885 million. The Consortium shall fund the Offer through a combination of equity and third-party debt financing.
As such, the Offeror has received a binding equity commitment letter from two PAI funds, for an aggregate amount of EUR 301 million, and a commitment from Charles Jobson to reinvest approximately 21% of the proceeds from the Offer for an amount of EUR 183 million, taken together representing a total fully committed equity financing amount of EUR 484 million (the “Equity Financing”).
In addition, the Offeror has entered into binding debt commitment papers with a consortium of reputable banks for senior debt financing for an aggregate amount of approximately EUR 445 million of term debt, which is fully committed on a “certain funds” basis (the “Debt Financing”).
The Consortium has no reason to believe that any conditions to the Equity Financing or the Debt Financing will not be fulfilled on or prior to the settlement date of the Offer.
From the arranged Equity Financing and Debt Financing, the Offeror will be able to fund the acquisition of the Shares under the Offer, the refinancing of Wessanen’s existing debt and the payment of fees and expenses related to the Offer.
On 10 April 2019, Lazard issued a fairness opinion to the executive board and ABN AMRO issued a fairness opinion to the Wessanen supervisory board, in each case as to the fairness, as of such date, and based upon and subject to the factors and assumptions set forth in each fairness opinion, that the Offer Price is fair to the holders of Shares, and that the Share Sale Price (as defined below) is fair to Wessanen Holdco, from a financial point of view. The full text of such fairness opinions, each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each such opinion, will be included in Wessanen’s position statement. The opinions of Lazard and ABN AMRO are given to the executive board and the supervisory board of Wessanen, respectively, and not to the holders of Shares. As such, the fairness opinions do not contain a recommendation to the holders of Shares as to whether they should tender their Shares under the Offer (if and when made) or how they should vote or act with respect to the proposed resolutions at the EGM or any other matter.
Acquisition of 100%
Wessanen and the Consortium acknowledge the importance for the Consortium to acquire 100% of the Shares. This importance is based, inter alia, on:
If the Consortium acquires at least 95% of the Shares, it is intended that Wessanen’s listings on Euronext Amsterdam will be terminated as soon as possible. In addition, the Consortium will commence statutory squeeze-out proceedings.
If the Consortium, after the post acceptance period, holds less than 95% but at least 80% of the Shares, the Consortium may determine to have Wessanen implement a legal triangular merger with two of its newly to be incorporated subsidiaries (Wessanen Holdco and Wessanen Sub) (the “Merger”), whereby Wessanen shareholders will hold a number of shares in the capital of Wessanen Holdco equal to the number of Shares held by such holder of Shares immediately prior to the completion of the Merger. The Merger will be subject to Wessanen’s shareholders’ approval at the EGM to be held prior to closing of the offer period. The Board members entitled to vote (excluding Mr. Kluiber) have unanimously approved and consented to the Merger and shall recommend the Wessanen shareholders to vote in favour of the Merger, subject to completion of consultation with the appropriate employee representative bodies. Once the Merger is implemented, the listing of Wessanen will terminate.
If the Consortium pursues the Merger, it will enter into a share purchase agreement with Wessanen Holdco pursuant to which the shares in Wessanen Sub will be sold and transferred to the Consortium as soon as possible after the Merger becomes effective (the “Share Sale”) against payment of a purchase price equal to the Offer Price (the “Share Sale Price”). Upon completion of the Share Sale, Wessanen Holdco will be dissolved and liquidated (the “Liquidation”). As soon as possible after commencement of the Liquidation, an advance liquidation distribution will be made to the shareholders of Wessanen Holdco consisting of a payment per share in the capital of Wessanen Holdco equal to the Offer Price, without any interest and subject to withholding taxes and other taxes.
Wessanen and the Consortium have agreed to certain covenants which are summarized below in respect of, inter alia, corporate governance, strategy, leverage and costs, employees organisation and minority shareholders for a duration of three years after settlement (the “Non-Financial Covenants”), except for the covenant relating to the headquarters which applies for a duration of two years after settlement.
It is envisaged that upon successful completion of the Offer the supervisory board of Wessanen will be composed of:
The current CEO and Chairman of the executive board of Wessanen, Mr. Barnouin, will continue to serve as CEO and Chairman of the executive board following settlement of the Offer. Prior to launch of the Offer, the Consortium will determine whether any additional appointments to the executive board will be made.
The Consortium fully supports the vision, mission and strategy of Wessanen to (i) grow its brands in core categories, (ii) upgrade its operations, (iii) build a green, attractive and efficient company and (iv) make selective acquisitions and shall assist Wessanen in the realisation thereof.
The Consortium subscribes to Wessanen’s three main objectives in order to upgrade its operations being ‘Support to Growth’, ‘Protect Margin’ and ‘Develop Sustainable Operations’.
The Consortium intends to ensure that Wessanen will operate in a sustainable way and continues to invest in leading sustainability initiatives for the long-term pioneer position of the Wessanen group and continue the current Wessanen ‘B-Corp’ certification of the whole group. The Consortium supports the United Nations Global compact and the UN sustainability goals addressed by the group’s strategy.
The Consortium will support the Company in pursuing acquisitions and will ensure that the Wessanen group will have the ability to finance further acquisitions.
The Consortium intends to maintain the Company’s business integrity and it will not on-sell any material assets of the group.
Leverage and costs:
The Consortium intends to put in place a debt structure in line with transactions of this size and nature, whereby the net debt position of the Wessanen group post settlement of the Offer corresponds to a maximum of 6x the estimated LTM Leverageable EBITDA, on a covenant-light structure.
No material reductions of the total workforce are expected as a direct result of the Offer, completion thereof or the Merger. The Consortium intends to continue the production activities in the European factories of the group.
The Consortium will respect the existing rights and benefits of Wessanen’s employees, including under their individual employment agreements, collective labour agreements, social plans, pension rights and including existing rights and benefits under existing covenants made with employee representative bodies. The Wessanen group’s current employee consultation structure in the Netherlands will remain unchanged.
The Consortium will ensure it fosters a culture of excellence, where qualified employees are offered training and national and international career progression. The nomination, selection and appointment of staff for functions within the group will be based on the ‘best person for the job’ principle or on a non-discriminatory, fair and business-oriented transparent set of criteria.
Wessanen will remain a separate legal entity and will remain the holding company. Wessanen’s governance structure remains a two-tier structure. Wessanen’s corporate identity and culture are maintained, recognising its history and heritage, including as set out in the code of conduct.
In principle, Wessanen’s headquarters, central management and its key support functions, including sales and marketing offices, from time to time, will remain at its current location.
Wessanen and the Consortium will seek to obtain all necessary approvals and competition clearances as soon as practical. Both parties are confident that the Consortium will secure all clearances within the timetable applicable to the Offer.
The Consortium expects to submit a request for review and approval of its Offer Memorandum with the AFM no later than early June and to publish the Offer Memorandum shortly after approval, in accordance with the applicable statutory timeline.
Wessanen will hold the EGM at least six business days prior to the closing of the offer period in accordance with Section 18 Paragraph 1 of the Decree to inform the shareholders about the Offer and to adopt certain resolutions that are conditions to the consummation of the Offer.
Based on the required steps and subject to the necessary approvals, Wessanen and the Consortium anticipate that the Offer will close in the second half of 2019.
Lazard is acting as financial advisor to Wessanen and Allen & Overy LLP is acting as legal advisor to Wessanen. ABN AMRO is acting as independent financial advisor to Wessanen’s supervisory board. Hill+Knowlton Strategies is acting as communications advisor.
Credit Suisse is acting as financial advisor to the Consortium. Freshfields Bruckhaus Deringer LLP is acting as legal advisor to the Consortium. De Brauw Blackstone Westbroek N.V. is acting as legal advisor to Charles Jobson. CFF Communications is acting as communications advisor to the Consortium.
Annex: further transaction details
The commencement of the Offer is subject to the satisfaction or waiver of pre-offer conditions customary for a transaction of this kind, including:
If and when made, the consummation of the Offer will be subject to the satisfaction or waiver of the following Offer conditions customary for a transaction of this kind, including:
measure (noteringsmaatregel) by Euronext Amsterdam
The Offer Conditions will have to be satisfied or waived ultimately on 10 April 2020.
Exclusivity and Competing Offer
Wessanen and the Consortium may terminate the Merger Agreement in the event a bona fide third-party offeror makes an offer which, in the reasonable opinion of the Boards, is a credible and more beneficial offer than the Offer specifically taking into account the identity and track record of such third party, the level and nature of consideration to be received by shareholders, the deal certainty aspects and the likelihood of completion, the other terms and conditions of the competing offer, including non-financial covenants, compliance with antitrust laws and the interests of all stakeholders of Wessanen, exceeds the Offer Price by 7% and is launched or is committed to be launched within 12 weeks from announcement (a “Competing Offer”). As part of the agreement, Wessanen has entered into customary undertakings not to solicit third party offers.
If the Merger Agreement is terminated because of a Competing Offer having been made or a material breach of the Merger Agreement by Wessanen, Wessanen will forfeit a EUR 8.8 million termination fee to the Consortium.
If the Merger Agreement is terminated because the competition clearance has not been obtained or because of a material breach of the Merger Agreement by the Consortium, the Consortium will forfeit a EUR 8.8 million termination fee to Wessanen. If the Merger Agreement is terminated because the Consortium is failing to commence or settle the Offer despite all conditions being satisfied or waived in accordance with the Merger Agreement, the Consortium will forfeit a EUR 17.6 million termination fee to Wessanen.
The foregoing termination fees are without prejudice to each party’s rights under the Merger Agreement to demand specific performance.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Consortium, the Offeror and Wessanen disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Consortium, nor Wessanen, nor any of their advisors assumes any responsibility for any violation by any of these restrictions. Any Wessanen shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Japan, Canada or the United States.
The information in the press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or acquire the securities of Wessanen in any jurisdiction.
Forward looking statements
Certain statements in this press release may be considered “forward-looking statements,” such as statements relating to the impact of this transaction on the Consortium and Wessanen. Forward-looking statements include those preceded by, followed by or that include the words “anticipated,” “expected” or similar expressions. These forward-looking statements speak only as of the date of this release. Although the Consortium and Wessanen believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, the Consortium’s ability to achieve the anticipated results from the acquisition of Wessanen, the effects of competition (in particular the response to the transaction in the marketplace), economic conditions in the global markets in which the Consortium and Wessanen operate, and other factors that can be found in the Consortium’s and Wessanen press releases and public filings. Neither the Consortium or the Offeror, nor Wessanen, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of the Consortium, the Offeror and Wessanen expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.