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Nomad Foods Limited Enters into Binding Offer to Acquire the Continental European Findus Group Businesses for £500 million

Nomad Foods Limited (LSE: NHL) ("Nomad") announced today that it has entered into an option agreement with LionGem Sweden 1 AB (the "Seller"), a company backed by a group of investors, including Highbridge Principal Strategies, Lion Capital LLP and Sankaty Advisors, under which Nomad or one of its subsidiaries shall be obliged at the option of the Seller to acquire Findus Sverige AB and its subsidiaries for approximately £500 million ("Option Agreement"). Through this transaction Nomad will acquire Findus Group's continental European businesses in Sweden, Norway, Finland, Denmark, France, Spain and Belgium. These operations include the intellectual property and commercialisation rights to the Findus, Lutosa, and La Cocinera brands in the respective markets. The remaining part of the Findus Group, including Young's Seafood Limited in the UK, will remain under the ownership of the Seller.

The £400 million cash portion of the purchase price is expected to be funded through a combination of Nomad's cash in hand and debt. Additionally, the Seller will be issued approximately 8.4 million ordinary shares in the capital of Nomad at closing (the "Shares"). The Seller will be restricted from transferring any of the Shares within one year following closing and will be restricted from transferring 50% of the Shares within two years of closing. Nomad expects the Seller to exercise the option - following completion of works council consultations - in the fourth quarter of 2015, after which the parties will enter into a definitive sale and purchase agreement ("Transaction Agreement"). The transaction is expected to close shortly thereafter, subject to customary closing conditions including regulatory approvals.

Through this transaction, Nomad will acquire a leading frozen food business in France, Sweden, Norway and Finland. The operations being acquired include approximately 1,500 employees and 6 manufacturing facilities in Norway, Sweden, France, and Spain as well as the intellectual property and commercialisation rights in the relevant territories. Annual revenues are approximately €600 million with an adjusted EBITDA margin of approximately 11%. The acquisition is expected to be immediately accretive to Nomad's earnings with approximately €25 million to €30 million of annual synergies targeted over the next three years. Through Iglo Foods Holdings Limited and its subsidiaries ("Iglo Group"), Nomad currently operates Findus in Italy and this transaction creates a pan-European food business and further reunites the brand across the continent. This will enable Findus to move forward as a more unified brand and will support efforts to drive innovation, introduce new meal options, and conduct marketing initiatives aimed at bringing more consumers across Europe to the frozen foods aisles. The geographic footprint of the operations included in this transaction complements Nomad's reach and, following closing of the transaction, Nomad will have extended its footprint throughout Europe. Nomad expects to benefit from a combined operating model that facilitates collaboration and innovation across the businesses.

Stéfan Descheemaeker, Nomad's Chief Executive Officer, stated, "This transaction is in line with our growth strategy, an exciting addition to the Nomad portfolio, and a significant milestone in reaching our goal of building a global consumer foods company. While the operations we are acquiring are strong, attractive assets on their own, combining them with our existing businesses creates a unique value proposition and unlocks new growth opportunities. The Findus name is well-loved and iconic across the European continent, and having the businesses under one umbrella brings together two talented, world-class teams, enabling us to share best practices and to elevate and evolve the brand as we bring an even greater choice of products to consumers. "

Noam Gottesman and Martin E. Franklin, Nomad's Co-Chairmen and Founders, jointly commented, "Curating a portfolio of market-leading consumer foods companies remains our core objective and this acquisition furthers our long-term commitment to growing the frozen food sector in Europe through ongoing investments in brands, innovation, and product development. This transaction builds on the positive momentum generated by Stéfan and the Iglo Group team, and we are excited to welcome the Findus employees to the Nomad family. The addition of these businesses is transformative to Nomad as it augments our product offering, customer reach, and geographic footprint, further solidifying our leadership position in Europe's fragmented frozen foods sector."

James Hill, Chief Executive of Findus Group, said: "This transaction represents a strategic milestone for Findus and is a positive development for the European food industry as a whole. The new group will be bigger, stronger, more efficient and more innovative than its component parts, offering significant benefits not only to consumers, but to all of our stakeholders. I am confident this is an ideal way for Findus to sustain the growth of recent years and I'd like to thank all those, especially our dedicated employees, who have made it possible."

The Seller can exercise its option following the completion of works council consultations in France and closing of the acquisition will be subject to certain regulatory approvals. If not exercised within five months, the option will lapse and the Seller will be obliged to pay a break fee of £15 million. If after exercise of the option Nomad is not able to raise sufficient financing to complete the acquisition, the Seller will be entitled to a reverse break fee of approximately £34.2 million.

UBS Investment Bank and Credit Suisse acted as financial advisors and Greenberg Traurig acted as legal advisor to Nomad on the transaction. To finance this transaction, Nomad intends to use its existing cash and seek further debt funding from UBS, Credit Suisse and Barclays.

Centerview Partners acted as exclusive financial advisor and Latham & Watkins acted as legal advisors to the Seller.