TORTOLA, British
Virgin Islands, Nov. 2, 2015 /PRNewswire/ -- 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 £500 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 £400 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
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SOURCE Nomad Foods Limited