Nomad Foods Announces Intent to Commence a Tender Offer to Purchase up to $500 Million of its Ordinary Shares

Nomad Foods Limited (NYSE: NOMD), today announced its intention to commence a “modified Dutch auction” tender offer to purchase with cash up to $500 million of its ordinary shares, at a range expected to be between $23.00 and $25.50 per share as soon as reasonably practicable, which would represent 11% of the Company’s market capitalization (based on the Company’s close price on August 5, 2020 of $23.34.

Noam Gottesman, Nomad Foods’ Co-Chairman and Founder, commented, “We are pleased to announce our intended return of capital to shareholders which underscores the Board's confidence in the growth prospects of our business and our commitment to pursuing a disciplined, value-enhancing capital allocation strategy. In addition, we are accelerating investments behind key organic growth initiatives, including the expansion of our European plant protein sub-brand, Green Cuisine.”

Sir Martin E. Franklin, Nomad Foods’ Co-Chairman and Founder, added, “At the same time, we are sharpening our M&A focus behind a targeted pipeline of European frozen food acquisitions. This refined strategic approach creates an opportunity to drive long-term shareholder value through the accretive return of excess cash while retaining financial flexibility to pursue our growth ambitions.”

The terms and conditions of the tender offer will be described in an offer to purchase and related letter of transmittal that will be sent to the Company’s shareholders shortly after commencement of the tender offer. The tender offer will be subject to certain conditions described in the offer to purchase. The tender offer will be held open for at least twenty business days following its commencement, and tenders of shares must be made prior to the expiration of the tender offer period.  Neither the Company nor its board of directors makes any recommendation as to whether any shareholder should participate or refrain from participating in the tender offer or as to the price or prices at which shareholders may choose to tender their shares in the tender offer.

Pre-Commencement Communication
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any of the Company’s ordinary shares. The anticipated tender offer described in this press release has not yet commenced, and while the Company intends to commence the tender offer as soon as reasonably practicable and complete the tender offer, there can be no assurance that it will commence or that the Company will complete the tender offer on the terms described in this press release, or at all. If the Company commences the tender offer, the solicitation and offer to buy ordinary shares will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company intends to distribute to its shareholders and file with the Securities and Exchange Commission (the “SEC”). The full details of the tender offer, including complete instructions on how to tender shares, will be included in the offer to purchase, letter of transmittal and related materials, which will become available to shareholders upon commencement of the tender offer.

Prior to making any decision with respect to the proposed tender offer, shareholders should read carefully the information in the offer to purchase, letter of transmittal and related materials because they will contain important information, including the various terms of, and conditions to, the tender offer. A free copy of the tender offer documents that will be filed with the SEC may be obtained when filed from the SEC’s website at www.sec.gov or by calling the information agent (to be identified at the time the offer is made). Shareholders are urged to read these materials, when available, carefully prior to making any decision with respect to the tender offer. Neither the Company nor its directors make any recommendation as to whether to tender shares or as to the price at which to tender them.

Nomad Foods Contacts
Investor Relations Contacts
Taposh Bari, CFA
Nomad Foods Limited
+1-718-290-7950

John Mills
ICR, Partner
+1-646-277-1254

Media Contact
Felipe Ucros
Gladstone Place Partners
+1-212-230-5930