Ferrero: to buy British chocolate maker Thorntons

Derbyshire / UK. (tt) The Boards of Ferrero International S.A. (Ferrero) and Thorntons PLC (Thorntons) are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Ferholding UK Limited (Ferholding) (a wholly-owned subsidiary of Ferrero) for the entire issued and to be issued ordinary share capital of Thorntons.

• The Offer will be 145 Pence in cash for each Thorntons Share.
• The Offer values the fully diluted share capital of Thorntons at approximately 111.9 million GBP.
• Ferholding has acquired the entire holding of Crystal Amber, the entire holdings of John von Spreckelsen (and his wife) and part of the holding of Hotchkis + Wiley in Thorntons at the Offer Price. These holdings together total 18’707’841 Thorntons Shares, representing approximately 27.14 percent. of the issued share capital of Thorntons as at the date of this announcement.
• Ferholding has also acquired the entire holdings of certain of the Thorntons Directors who hold Thorntons Shares (being Paul Wilkinson and Jonathan Hart) and the majority of the holding of Michael Killick, another Thorntons Director, at the Offer Price. Ferholding has also acquired the Shares held by Jonathan Hart’s wife and children. These holdings together total 1’901’800 Thorntons Shares, representing approximately 2.76 percent. of the issued share capital of Thorntons as at the date of this announcement.
• Ferholding therefore owns 29.9 percent. of the total issued share capital of Thorntons as at the date of this announcement.
• In addition, Ferholding has received irrecovable undertakings to accept or procure the acceptance of the Offer from Hotchkis + Wiley in respect of its remaining 2’921’411 Thorntons Shares, representing approximately 4.24 percent. of the issued share capital of Thorntons as at the date of this announcement. Ferholding has also received irrevocable undertakings to accept or procure the acceptance of the Offer at the Offer Price in respect of the holdings of certain other of the Thorntons Directors (being Diana Houghton, Barry Bloomer and Martin George) who hold Thorntons Shares. These holdings together total 155’084 Thorntons Shares, representing approximately 0.22 percent. of the issued share capital of Thorntons as at the date of this announcement.
• In aggregate, therefore, Ferholding holds or has received irrevocable undertakings to accept or procure the acceptance of the Offer in respect of 23’686’136 Thorntons Shares, representing approximately 34.36 percent. of the issued share capital of Thorntons as at the date of this announcement, including those holdings of the Thorntons Directors (and/or those of their close family as relevant).
• The Offer represents a premium of approximately:
  • 42.9 percent. over the closing middle market price of 101.5 Pence per Thorntons Share on 19 June 2015, the business day immediately prior to the commencement of the Offer Period;
  • 66.6 percent. over the average closing middle market price per Thorntons Share of 87.1 Pence over the three month period ended 19 June 2015, the business day immediately prior to the commencement of the Offer Period;
  • 72.3 percent. over the average closing middle market price per Thorntons Share of 84.2 Pence over the six month period ended 19 June 2015, the business day immediately prior to the commencement of the Offer Period; and
  • 49.1 percent. over the average closing middle market price per Thorntons Share of 97.2 Pence over the twelve month period ended 19 June 2015, the business day immediately prior to the commencement of the Offer Period.
• Ferholding was incorporated in England and Wales on 12 June 2015 for the specific purpose of making the Offer. Ferholding is a wholly owned subsidiary of Ferrero.
• The Thorntons Directors, who have been so advised by Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Thorntons Directors, Investec has taken into account the commercial assessments of the Board.
• Accordingly, the Thorntons Directors intend to recommend unanimously that Thorntons Shareholders accept the Offer.
• The Offer is subject to a number of Conditions and further terms, certain of which are set out in Appendix 1 to this document (to read on Thonton’s web server). The full terms and conditions of the offer will be set out in the Offer Document.

Commenting on the Offer, Paul Wilkinson (Chairman of Thorntons) said: «Ferrero is offering our shareholders an attractive premium to the average price of Thorntons’ shares over the last three months. Although the prospects for Thorntons as an independent company remain strong as the Company embarks on the next phase of its strategy, the Board of Thorntons also recognises the potential benefits to the brand and the business, including employees and all stakeholders from combining with the Ferrero Group. Ferrero is a successful global confectionery business with a strong family heritage and as such represents a good cultural fit for Thorntons. The Board of Thorntons therefore has given its unanimous recommendation for the Offer from Ferrero».

Commenting on the Offer, Giovanni Ferrero (CEO of Ferrero) said: «Our business was founded nearly 60 years ago out of a passion for chocolate and with a commitment to quality. We delivered our best ever results in the UK in 2014, giving us confidence that now is the right time to broaden our roots in this important market. This transactions brings together two highly complementary businesses, but more importantly it unites two companies that share the same passion for growing brands, and a proud heritage, drive and culture built upon their family foundations. We have long admired Thortons and what they have achieved in the UK as demonstrated by their tremendous customer loyalty, and we look forward to working with their experienced team».