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Refresco Group N.V. (Euronext: RFRG) announced it held an Extraordinary General Meeting (“EGM”) today to discuss and consider the recently announced offer to purchase all shares of the company by PAI Partners SAS (“PAI”) and Cubalibre Holdings Inc., being part of a group led by the British Columbia Investment Management Corporation (“bcIMC”), acting jointly through Sunshine Investments B.V. (the “Offeror”).

At the EGM all resolutions were approved: The conditional resolutions will take effect at the Settlement Date of the offer which is 29 March, unless extended.

Conditional Asset Sale and Liquidation

  • Conditional approval of the Asset Sale as required under article 2:107a of the Dutch Civil Code (the DCC).
  • Conditional resolution to dissolve the Company in accordance with article 2:19 of the DCC and appoint Refresco Holding B.V. as the custodian of the books and records of the Company in accordance with article 2:24 of the DCC.

Conditional corporate governance structure

  • Conditional amendment of the articles of association of the Company in order to effect conversion of the Company from a public limited liability company to a private limited liability company.

Conditional changes to the Supervisory Board

  • Mr. Jim Pittman has been conditionally appointed as member of the Supervisory Board. Mr. Pittman is a senior finance executive focused on private equity on behalf of pension funds.
  • Mr. Julian Remedios has been conditionally appointed as member of the Supervisory Board. Mr. Remedios is a Senior Portfolio Manager in the Private Equity Group of bcIMC.
  • Mr. Frédéric Stévenin has been conditionally appointed as member of the Supervisory Board. Mr. Stevenin is the partner in charge of the Food & Consumer and Healthcare sector teams and Chief Investment Officer at PAI.
  • Mr. Nicolas Brugère has been conditionally appointed as member of the Supervisory Board. Mr. Brugère is a member of the Consumer Goods team at PAI.

As per the Settlement Date, the composition of the Supervisory Board will be: Mr. Yiannis Petrides (Chairman), Mr. Theo de Kool, Mr. Jim Pittman, Mr. Julian Remedios, Mr. Frédéric Stévenin and Mr. Nicolas Brugère.

Additionally, the EGM adopted the resolution to conditionally grant a full and final discharge from liability to Mr. Aalt Dijkhuizen, Mr. Sean Gorvy, Mr. Thomas Kunz, Mrs. Inge Plochaet and Mr. Jon Sigurdsson as resigning members of the Supervisory Board for their functioning until the date of the EGM.

On 25 October 2017, the Consortium and Refresco issued a joined press release in respect of the conditional agreement on a recommended, fully funded, public offer by the Consortium for all the issued and outstanding ordinary shares of Refresco at an offer price of EUR 20 (cum dividend) in cash per Share.

Pursuant to the provisions of Section 7, paragraph 1 sub a of the Decree, which require a public announcement containing a status update within four weeks following the announcement of an intended public offer, the Offeror and Refresco provide the following joint status update.

The Offeror and Refresco confirm they are making timely progress on the preparations for the Offer. The Offeror expects to submit a request for review and approval of the Offer Memorandum with the AFM ultimately on 8 December 2017. The Offeror will publicly announce the availability of the Offer Memorandum and commencement of the offer period, which is currently expected to commence in January 2018.

With reference to the press releases of Refresco Group N.V. on 3 October 2017 and 17 October 2017, PAI, bcIMC and Refresco today jointly announce that they have reached conditional agreement on a recommended, fully funded, public offer by a consortium of PAI and bcIMC, acting jointly through Sunshine Investments B.V. (“the Offeror” or the “Consortium”) for all the issued and outstanding ordinary shares of Refresco (the “Shares”) at an offer price of EUR 20 (cum dividend) in cash per Share (the “Offer”).

The Offer Price represents a premium of approximately 22 % to the Average Share Price, a premium of approximately 41 % to the April Share Price, and a premium of approximately 38 % to the Refresco IPO price. The Offer Price values 100 % of the Shares at EUR 1.623 billion and equates to an Enterprise Value of approximately EUR 3.3 billion, which implies an EBITDA multiple of 8.5x post Cott TB synergies for the twelve-month period ending 30 June 2017.

The Offer provides Refresco’s shareholders with a fair price for their Shares including an attractive premium. The Consortium has fully committed financing in place on a “certain funds” basis and has completed its due diligence, providing high deal certainty and facilitating a swift and efficient transaction process to completion.

Hans Roelofs, CEO of Refresco: “This Offer represents a fair value for our shareholders and is yet another milestone for the Company. The Consortium fully supports our strategy and with its track record, financial strength and understanding of our business, they can support the Company whilst we accelerate our growth plan going forward.

Obtaining a public listing in 2015 was a well-considered decision and it has brought the Company many opportunities. However, we have also grown and prospered under private equity ownership. Our ownership structure is never a goal in itself. Rather, our focus remains on being in an environment that allows us to continue executing our proven strategy of buy-and-build.

The first time PAI approached us was prior to our public listing in 2015. They have always been impressed by our business and performance, and the agreement reached today reflects the important steps Refresco has realised since the IPO. Our latest acquisition of Cott TB, creating the world’s largest independent bottler with leadership positions across Europe and North America, is a truly transformational acquisition right at the heart of our buy-and-build strategy.

We are convinced that this is a good transaction for the Company and all stakeholders involved and we therefore recommend our shareholders to accept the Offer. Our focus of growing alongside our customers in the markets where we currently operate and expanding geographically remains unchanged. I look forward to this new phase of private ownership, and for all our employees and customers to capitalize on the opportunities ahead of us.”

Frédéric Stévenin, Managing Partner, PAI: “Refresco is a high-quality business and an attractive consolidation platform in the beverage industry which we intend to fully support using PAI’s wealth of experience in the European food and beverage industry. We share the Refresco management team’s overall vision for the group and we are excited by the opportunity to work with them and the team at bcIMC to realise its potential.”

Jim Pittman, Senior Vice President, Private Equity at bcIMC: “bcIMC has followed Refresco with interest for several years. We feel its scale, global presence, and track record of growth are a good fit for our clients’ portfolios. We are keen to work with PAI, a long-term strategic partner, to support Refresco and management in the execution of its strategic plans over the coming years.”

Refresco Group N.V. (Euronext Amsterdam: RFRG) announces it has received a new unsolicited, indicative and conditional proposal from PAI Partners SAS (PAI) on 3 October 2017. It regards a possible offer to acquire all 81.2 million issued shares in the company for EUR 19.75 per share, representing an aggregate cash consideration of EUR 1.6 billion. The offer includes Cott’s bottling activities, Refresco’s latest acquisition which is expected to see completion before year-end. The offer is subject to a number of conditions.

The Executive Board and the Supervisory Board of Refresco are, in line with their fiduciary duty, carefully reviewing the proposal, taking into account the interests of all Refresco’s stakeholders. Further announcements will be made if and when required.