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Nomad Foods Announces Final Results of Tender Offer

FELTHAM, England—Nomad Foods Limited (NYSE: NOMD), announced today the final results of its “modified Dutch auction” tender offer for up to $500 million of its ordinary shares which expired at 5:00 pm, New York City time, on September 9, 2020.

Based on the final count by the depositary for the tender offer, a total of 18,061,952 ordinary shares were validly tendered and not validly withdrawn at or below the price of $25.50 per share. The Company accepted all of these shares for purchase at the purchase price of $25.50 per share, for a total cost of $460,579,776, excluding fees and expenses related to the tender offer. A total of 876,207 shares tendered through the guaranteed delivery process have not yet been delivered as required under the terms of the offer.

Noam Gottesman and Sir Martin E. Franklin, Nomad Foods’ Co-Chairmen and Founders commented, “We are delighted by the outcome of this tender offer which achieves our objective of efficiently returning excess capital to our shareholders. Further, the results demonstrate the confidence of our shareholders in our collective ability to drive long-term value creation. Upon the completion of this accretive transaction, our liquidity and leverage position continue to provide financial flexibility to pursue our growth strategy.”

The total of 18,061,952 shares accepted for payment represents approximately 9.2% of the Company’s total outstanding ordinary shares as of September 10, 2020. The depositary will promptly pay for the shares accepted for purchase pursuant to the tender offer. The Company will pay for shares purchased in cash, without interest but subject to applicable withholding taxes, and will fund such purchases, together with all related fees and expenses, with cash and cash equivalents.

The dealer manager for the tender offer was Credit Suisse Securities (USA) LLC. Georgeson LLC served as the information agent for the tender offer and Computershare served as the depositary for the tender offer.

Forward-Looking Statements
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding the Company’s purchase of shares in the tender offer, the source of funding for those purchases and the ability of the Company’s liquidity and leverage position, upon the completion of the accretive transaction, to continue to provide financial flexibility to pursue the Company’s growth strategy. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) the Company’s ability to achieve the benefits contemplated by the tender offer; (ii) any adverse impact that the tender offer may have on the Company and the trading market for the Company’s ordinary shares; (iii) the impact of the COVID-19 pandemic on the Company’s business, suppliers, co-manufacturers, distributors, transportation or logistics providers, customers, consumers and employees; (iv) tapering or reduction of consumer demand for frozen foods as pandemic-related restrictions are lifted or conditions improve; (v) the Company’s ability to meet elevated demand; (vi) the success of the Company’s strategic investments and capital allocation strategy; (vii) disruptions or inefficiencies in the Company’s operations, supply chain or distribution channels, including as a result of the COVID-19 pandemic, and the Company’s ability to maintain the health and safety of its workforce; (viii) the duration, spread and intensity of the pandemic and related government restrictions and other government responses; (xix) the Company’s ability to successfully identify suitable acquisition targets and adequately evaluate the potential performance of such acquisition targets; (x) the Company’s ability to successfully implement its strategies (including its M&A strategy) and strategic initiatives and to recognize the anticipated benefits of such strategic initiatives; (xi) the Company’s ability to accurately predict the performance of its Green Cuisine brand and its impact on the Company’s growth; (xii) the Company’s ability to effectively compete in its markets, including the ability of Green Cuisine to effectively compete in Continental Europe; (xiii) changes in consumer preferences, such as meat substitutes, and the Company’s failure to anticipate and respond to such changes or to successfully develop and renovate products; (xiv) the effects of reputational damage from unsafe or poor quality food products; (xv) the risk that securities markets will react negatively to actions by the Company; (xvi) the adequacy of the Company’s cash resources to achieve its anticipated growth agenda; (xvii) increases in operating costs, including labor costs, and the Company’s ability to manage its cost structure; (xviii) fluctuations in the availability of food ingredients and packaging materials that the Company uses in its products; (xix) the Company’s ability to effectively mitigate factors that negatively impact its supply of raw materials; (xx) the Company’s ability to protect its brand names and trademarks; (xxi) uncertainty about the terms of any trade agreement between the UK and the EU associated with Brexit, as well as the potential adverse impact of Brexit on currency exchange rates, global economic conditions and cross-border agreements that affect the Company’s business; (xxii) loss of the Company’s financial arrangements with respect to receivables factoring; (xxiii) the loss of any of the Company’s major customers or a decrease in demand for its products; (xxiv) economic conditions that may affect the Company’s future performance including exchange rate fluctuations; (xxv) the Company’s ability to successfully interpret and respond to key industry trends and to realize the expected benefits of its responsive actions; (xxvi) the Company’s failure to comply with, and liabilities related to, environmental, health and safety laws and regulations; (xxvii) changes in applicable laws or regulations; and (xxviii) the other risks and uncertainties disclosed in the Company’s public filings and any other public disclosures by the Company. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Nomad Foods Contacts
Investor Relations Contacts
Taposh Bari, CFA
Nomad Foods Limited

John Mills
ICR, Partner

Media Contact
Felipe Ucros
Gladstone Place Partners