EC Clears Way for Greenyard Foods, Univeg, Peatinvest Union
Gent, Belgium-headquartered Greenyard Foods announced on May 26 that notice has been received that the European Commission has decided not to oppose Deprez Holding NV’s plans for the integration of Greenyard Foods with Univeg and Peatinvest. Furthermore, the proposed merger has been declared compatible with the internal market and with the European Economic Area (EEA) Agreement.
This is another step towards the combination of the three companies “to form a global market leader in fruit and vegetables,” reported Marleen Vaesen, chief executive officer of Greenyard Foods. The transaction is subject to a green light of the listing prospectus from Belgium’s Financial Services and Markets Authority (FSMA) and formal approval from shareholders during an extraordinary general meeting of Greenyard Foods on June 19.
Earlier this month the board of directors of Greenyard Foods announced that a final agreement had been reached to consolidate business activities. This followed the signing of a letter of intent to do so on April 13.
Bringing the three units together will create a company with combined sales exceeding EUR 3.7 billion (approximately US $1.16 million) per year.
Formation of the group will take place through a contribution of 100% of Univeg as a partial demerger of its parent company, De Weide Blik (holding 95.4% in Univeg), as well as through a contribution in kind of 4.6% of Univeg, and through a contribution of 100% of Peatinvest against newly issued Greenyard Foods shares, as previously reported by FrozenFoodsBiz.com. The listed company Greenyard Foods will becomes the parent of the newly formed group.
Upon consummation of the deal, 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 shareholders will also 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 to which aim to improve market access for growers. The corporate governance structure will be streamlined and existing shareholders’ agreements will be terminated.
More about Greenyard Foods
Greenyard Foods is active predominantly in the processing and commercialization of vegetables, fruits and ready-to-eat food, both deep-frozen (Pinguin) and canned (Noliko). It 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.