Wessanen: Consortium Acquires Group for 885 million EUR

Amsterdam / NL. (wnv) Koninklijke Wessanen N.V., a European leader in healthy, organic and sustainable food, and a Consortium consisting of PAI Partners SAS and Charles Jobson are pleased to announce that a conditional agreement has been reached on a recommended public offer to be made by the Consortium for the entire issued and outstanding share capital of Wessanen for EUR 11.50 in cash per Share (cum dividend). 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.»

Transaction highlights

Wessanen and the Consortium have reached conditional agreement on a recommended all-cash public offer of EUR 11.50 (cum dividend) per issued and outstanding share of Wessanen representing a total consideration of approximately EUR 885 million
The Offer Price represents a premium of approximately 21 percent to the Wessanen closing share price on 13 March 2019, a premium of approximately 30 percent to the 30-day VWAP and a premium of approximately 29 percent to the 90-day VWAP, delivering immediate, certain and attractive value to Wessanen’s shareholders
Transaction supported and recommended by Wessanen’s executive board and supervisory board
Charles Jobson, holding in aggregate approximately 25.74 percent of the Shares, has irrevocably committed to tender, sell or contribute his Shares to the Offeror
PAI will hold approximately 62 percent and Charles Jobson approximately 38 percent in the Consortium following completion
The Consortium has committed financing in place providing high deal certainty and will fund the transaction through a combination of debt and equity
Draft Offer Memorandum will be submitted to the AFM no later than early June with completion of the Offer anticipated in the second half of 2019

Commitment to the strategy

The Consortium will support the management team of Wessanen in realising its strategic priorities and will provide resources to further develop the business and preserve the sustainable character of the Company
The Consortium shares Wessanen’s view to upgrade its operations to improve the efficiency across the entire value chain of the business and to add scale in core categories and markets through acquisitions
PAI’s track record and expertise in the Food + Consumer market will enable Wessanen to further strengthen its position as a leader in the European organic food market

Commitments to employees, sustainability and other non-financial considerations

Existing rights and benefits of Wessanen employees will be respected, the transaction will not have a direct impact on the total workforce
Corporate identity and culture of Wessanen will be maintained, headquarters will remain in Amsterdam
Wessanen’s commitment to the UN Sustainable Development Goals, the aspired group-wide B Corp. certification and its goal to minimize its environmental footprint and waste are fully supported by the Consortium

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 percent 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 percent and Charles Jobson approximately 38 percent in the Consortium.

Transaction details

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 percent 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:

a premium of approximately 21 percent to the Wessanen closing share price of EUR 9.47 on 13 March 2019, the day prior to the announcement by Wessanen regarding its discussions on a possible cash offer
a premium of approximately 30 percent to the volume weighted average Wessanen share price of EUR 8.84 for the 30 trading days period up to and including 13 March 2019;
a premium of approximately 29 percent to the volume weighted average Wessanen share price of EUR 8.90 for the 90 trading days period up to and including 13 March 2019; and
an Enterprise Value to EbitdaE multiple of approximately 13.7x for the twelve months period ending 31 December 2018

Irrevocable undertaking of Charles Jobson

Charles Jobson (directly and indirectly) currently has a shareholding in Wessanen of approximately 25.74 percent in aggregate of the Shares, and has provided an irrevocable undertaking to cash out approximately 5 percent of the Shares and to reinvest the remainder of his shareholding (representing approximately 21 percent 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 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.

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 percent 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 percent 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.

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 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.

Fairness Opinions

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 percent

Wessanen and the Consortium acknowledge the importance for the Consortium to acquire 100 percent of the Shares. This importance is based, inter alia, on:

the fact that having a single shareholder and operating without a public listing increases the ability to achieve the goals and implement the actions of its strategy and reduces costs;
the ability to terminate the listing of the Shares from Euronext Amsterdam;
the ability to achieve an efficient capital structure;
the ability to implement and focus on achieving long-term strategic goals of Wessanen, as opposed to short-term performance driven by quarterly reporting; and
as part of the long-term strategic objectives the ability to focus on pursuing and supporting (by providing access to equity and debt capital) continued buy-and-build acquisition opportunities as and when they arise.

If the Consortium acquires at least 95 percent 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 percent but at least 80 percent 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 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 against payment of a purchase price equal to the Offer Price. Upon completion of the Share Sale, Wessanen Holdco will be dissolved and liquidated. 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.

Non-Financial Covenants

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, except for the covenant relating to the headquarters which applies for a duration of two years after settlement.

Corporate governance

It is envisaged that upon successful completion of the Offer the supervisory board of Wessanen will be composed of:

five members to be identified by the Consortium prior to launch of the Offer; and
two members qualifying as independent within the meaning of the Dutch Corporate Governance Code whereby at least one of these independent members shall be a current member of the Supervisory Board, initially being van Oers. The other independent member will be identified prior to launch of the Offer with the prior consent of the Independent Member A. The two independent members shall continue to serve at least throughout the duration of the Non-Financial Covenants.

The current CEO and Chairman of the executive board of Wessanen, 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.

Strategy

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.

Wessanen

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.

Employees

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.

Organisation

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.

Next steps

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.