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RNS Number : 2362E
Nomad Foods Limited
02 November 2015
Nomad Foods Limited Completes Acquisition of Findus Group's
Continental European Businesses
Nomad extends geographic reach and leadership position across
Europe
Acquisition further unifies the Findus brand
Combination creates new opportunities for collaboration,
innovation and marketing initiatives
Tortola, B.V.I., November 2, 2015- Nomad Foods Limited (LSE:
NHL) ("Nomad") announced today that it has completed its
acquisition of Findus Sverige AB and its subsidiaries from LionGem
Sweden 1 AB (the "Seller"), a company backed by a group of
investors including Highbridge Principal Strategies, Lion Capital
LLP and Sankaty Advisors, for approximately GBP500 million. The
acquisition includes Findus Group's continental European businesses
in Sweden, Norway, Finland, Denmark, France, Spain, and Belgium, as
well as the intellectual property and commercialisation rights to
the Findus, Lutosa, and La Cocinera brands in the respective
markets. The acquired operations include approximately 1,500
employees and 6 manufacturing facilities.
Through this transaction, Nomad extends its position as the
largest frozen food company in Western Europe, with leading market
share in 9 countries (UK, France, Sweden, Germany, Italy, Austria,
Belgium, Portugal, and Spain). The acquisition reunites Nomad's
existing Findus-branded business in Italy with the brand in other
key geographies, strengthening overall presence across the European
continent. Including the acquired Findus businesses, Nomad employs
over 4,300 people in 15 countries, with 10 factories, and a broad
portfolio of product offerings. This scale and reach will help
Nomad execute on its innovation strategies while using consumer
insights to tailor its offering for local markets.
Stéfan Descheemaeker, Nomad's Chief Executive Officer, said,
"The complementary nature of our footprint and the strength of our
combined brands across Europe significantly enhance Nomad's scale
and competitive offering. The Birdseye, Iglo, and Findus brands
have played key roles in defining the frozen food category over the
past decades, and together will be better positioned to continue
bringing fresh and 'better-for-you' meal options to consumers
across Europe."
Nomad's co-founders and co-chairmen, Noam Gottesman and Martin
E. Franklin, jointly remarked, "The closing of this acquisition
demonstrates our ability to successfully execute against our
defined strategy. Bringing these businesses together will yield
substantial synergies, which we intend to re-invest in our ongoing
growth and expansion. As we work to build a best-in-class global
consumer foods company, we are encouraged by the opportunity set
and remain focused on creating value for all of our
stakeholders."
The cash consideration of GBP400 million was funded through a
combination of existing cash on hand and a new senior term loan. At
closing, Nomad's net debt to Adjusted EBITDA ratio is approximately
3.7X. Additionally, the Seller has been issued approximately 8.4
million ordinary shares in the capital of Nomad (the "Shares"),
representing approximately 5% of the issued ordinary share capital
of Nomad. The Seller is restricted from transferring any of the
Shares before November 2, 2016 and is restricted from transferring
more than 50% of the Shares before November 2, 2017.
Forward-Looking Statements and Disclaimers
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, issue, subscribe for,
sell or otherwise dispose of any securities, nor any solicitation
of any offer to purchase, otherwise acquire, issue, subscribe for,
sell, or otherwise dispose of any securities.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
Certain statements in this announcement are forward-looking
statements which are based on Nomad's and the acquired business'
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts, including expectations regarding (i) the
success of the unified Findus brand; (ii) Nomad's future growth
opportunities and market share; (iii) targeted synergies; and (iv)
the future operating and financial performance of Nomad. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements, including
(i) economic conditions, competition and other risks that may
affect Nomad's or the acquired business' future performance, (ii)
the risk that securities markets will react negatively to the
transaction or other actions by Nomad, the acquired business and
the combined group after completion of the proposed transaction;
(iii) the risk that the proposed transaction disrupts current plans
and operations as a result of the announcement and consummation of
the transactions described herein; (iv) the ability to recognise
the anticipated benefits of the combination of the acquired
business and Nomad and of the combined group to take advantage of
strategic opportunities; (v) unexpected liabilities incurred or
arising from the acquisition of the acquired business which are not
adequately mitigated in the transaction documents (vi) costs
related to the transaction; (vii) the limited liquidity and trading
of Nomad's securities; (viii) changes in applicable laws or
regulations; (ix) exchange rate fluctuations; (x) the possibility
that Nomad or the acquired business may be adversely affected by
other economic, business, and/or competitive factors; and (xi)
other risks and uncertainties.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
such statements and, except as required by applicable law, Nomad
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
About Nomad Foods Limited
Nomad Foods Limited (LSE: NHL) is a leading packaged foods
company. We aim to build a global portfolio of best-in-class food
companies and brands within the frozen category and across the
broader food sector. More information on Nomad Foods Limited is
available at http://www.nomadfoods.com.
Media Contacts:
Liz Cohen
Weber Shandwick
+1-212-445-8044
liz.cohen@webershandwick.com
Kelly Clausen
Weber Shandwick
+1-212-445-8368
kclausen@webershandwick.com
Nick Oborne
Weber Shandwick
+44 (0) 20 7067 0721
noborne@webershandwick.com
Tom Jenkins
Weber Shandwick
+44 (0) 20 7067 0810
tjenkins@webershandwick.com
Investor Contact:
John Mills
Partner, ICR
+1-646-277-1254
john.mills@icrinc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
November 02, 2015 09:29 ET (14:29 GMT)
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