Urge to Merge Gets Board Approval from Greenyard Foods
The board of directors of Gent, Belgium-headquartered Greenyard Foods announced on April 13 that a letter of intent has been signed to merge Greenyard Foods, Univeg and Peatinvest to create a global powerhouse in the fruit and vegetables market capable of offering a full range of fresh, frozen and canned products to consumers and industrial further processors. Consolidation of the three units will create a company with combined sales exceeding EUR 3.7 billion per year.
The transaction will occur through a contribution of 100% of Univeg (a major supplier of fresh produce, with annual turnover topping EUR 3 billion and more than 30 distribution centers around the world), on the one hand as a partial demerger of its parent company, De Weide Blik (holding 95.4% in Univeg), and on the other hand a contribution in kind of 4.6% of Univeg, and through a contribution of 100% of Peatinvest against newly issued Greenyard Foods shares. Greenyard Foods, which consists of frozen vegetable producer Pinguin Foods and canned vegetable specialist Noliko, trades on the Euronext Brussels exchange as GRYFO, will become the parent company of the newly formed group.
Hein Deprez, chairman of the three companies, commented: “Creating a combined group will be beneficial to retailers, employees and shareholders. We believe societal trends call for a broader view on fruit and vegetable consumption.”
As part of this deal, Gimv-XL will exercise its existing warrants, which will result in a capital increase of EUR 25.6 million, bringing the total number of Greenyard Foods shares to 18.9 million.
Upon successful completion of the transaction, Greenyard Foods will own 100% of the shares of Univeg and Peatinvest. In return, 25.5 million new shares of Greenyard Foods will be issued to the shareholders of Univeg and Peatinvest. After the combination and the exercise of warrants by Gimv-XL, the relative weight in the share capital in the combination will be as follows: 42.5% for existing Greenyard Foods shareholders, 49.6% for existing Univeg shareholders, and 7.9% for existing Peatinvest shareholders, for a total amount of shares of 44.4 million.
In order to increase the limited free float after the combination, a private placement of part of the shares held by Gimv-XL and Deprez Holding is being contemplated. Deprez Holding, controlled by Hein and Veerle Deprez, remains the strategic reference shareholder for the long term. Other key investors will keep and/or strengthen their holding in the combined company so as to create a stable platform for continued expansion. Cooperation principles have been agreed which aim to improve market access for growers. The corporate governance structure will be streamlined and existing shareholders’ agreements will be terminated.
The deal remains subject to due diligence, a fairness opinion, boards of directors’ approvals, regulatory approvals, EU Commission competition clearance and final transaction documentation. As part of the process, customary representations and warranties will be provided. Completion of the transaction is targeted by the summer of 2015.
More about Greenyard Foods
Greenyard Foods is active predominantly in the processing and commercialization of fruit and vegetables and ready-to-eat food, both deep-frozen and canned. The Group has 2,200 employees and 13 production sites in five countries (Belgium, France, United Kingdom, Poland and Hungary) and subsidiaries and sales offices on five continents.
Additional Univeg Details
Univeg, headquartered in Sint-Katelijn-Waver, Belgium, is a worldwide supplier of fresh produce, active in the fields of fruits and vegetables, flowers and plants, convenience products, transport and logistics. It currently employs 4,000 people (after carve-out of The Fruit Farm Group) in 27 countries, on five continents.
Peatinvest and its subsidiaries have been involved in the horticultural sector for 30 years and employ 400 staff. Headquartered in Gent, the Group has nine production sites in four countries and supplies growers throughout the world with a wide range of substrates for growing plants, fruit and vegetables marketed under the Peltracom brand for the professional market and Agrofino for the hobbyists.