Greenyard Foods to be umbrella company
Declaration of intention for combination of Greenyard, Univeg and Peatinvest
Market leader
The Board of Directors of Greenyard Foods believes that a company combination of the three groups offers the change to create a world wide player in the fruit and vegetable sector, which will offer the entire assortment of fresh products, frozen products and conservatives. The combination of Greenyard Foods, Univeg and Peatinvest enables them to create a market leader with a collective turnover of over 3.7 billion Euro.
The combination will happen through an input of 100% by Univeg, partially through partial splitting of its mother company De Weide Blik (who keeps 95.4% of Univeg) and partially through an input in kind of 4.6% of Univeg and by an input of 100% by Peatinvest, in exchange for new shares in Greenyard Foods. The auction noted Greenyard Foods will become the umbrella company of the new group.
Greenyard Foods shares: 18.9 million
As part of this transaction Gimv-XL will use his existing warrant, which means a rise in capital of EUR 25.6 million. This extends the number of Greenyard Foods shares to 18.9 million.
After the combination is rounded off Greenyard Foods will own 100% of Univeg and Peatinvest. For this 25.5 million shares of Greenyard Foods will be given to the shareholders of Univeg and Peatinvest. After the combination and after the use of the Gimv-XL warrants the relative interest in the group will be: 42.5% for existing shareholders in Greenyard Foods, 49.6% for existing shareholders in Univeg and 7.9% for existing shareholders in Peatinvest. The total number of outstanding shares is therefore 44.4 million.
So as to raise the limited free float after previously mentioned company combination, they aim for a private placing of a share in the interest of Gimv-XL and Deprez Holding. Deprez Holding, controlled by Hein and Veerle Deprez, will remain the strategic long term reference shareholder. Other set shareholders will also keep/ strengthen their participation and so create a platform for further expansion. Collaboration principles will also be agreed upon, which should allow growers to improve their access to the market. The corporate governance structure is being streamlined and existing shareholders agreements will be ended.
The transaction remains independent on due diligence, a fairness opinion, approvals of the Boards of Directors, legal approval, approval by the European competition authority and final documentation. As part of the transaction the usual declarations and safekeeps are given. The transaction aims to be finished at the end of the summer of 2015.
Commentary from Hein Depreze, President of Greenyard Foods, Univeg and Peatinvest:
"Creating a combined group with fresh fruit and vegetables on one side and processed fruits and vegetables, frozen, canned and conserved, is beneficial for growers, retailers, consumers, employees and shareholders. We are convinced that social trends demand a wider view of fruit and vegetable consumption."