Letter of intent has been signed for business combination between Greenyard Foods, Univeg & Peatinvest to create global leader in food and vegetables

Letter of intent has been signed for business combination between Greenyard Foods, Univeg & Peatinvest to create global leader in food and vegetables

The Board of Directors of Greenyard Foods announces that a Letter of Intent has been signed with respect to a business combination between Greenyard Foods, Univeg & Peatinvest to create a global leader in fruit and vegetables.

The Board of Directors believes that the business combination has the potential to create a unique global player in the fruit and vegetables market capable of offering the full range of fresh, frozen and canned products.  The combination of Greenyard Foods, Univeg and Peatinvest creates a global market leader with combined sales in excess of EUR 3.7 billion.

The business combination will happen through a contribution of 100% of Univeg, on the one hand as a partial demerger of its parent company, De Weide Blik (holding 95.4% in Univeg) and on the other hand as a contribution in kind of 4.6% of Univeg, and through a contribution of 100% of Peatinvest against newly issued Greenyard Foods shares.  The listed company Greenyard Foods will become the parent company of the newly formed group.

As part of this transaction Gimv-XL will excercise its existing warrants, which will result in a capital increase of EUR 25.6 million, bringing the total number of Greenyard Foods shares to 18.9 million.

Upon successful completion of the combination, Greenyard Foods will own 100% of the shares of Univeg and Peatinvest.  In return, 25.5 million new shares of Greenyard Foods will be issued to the shareholders of Univeg and Peatinvest.  After the combination and the excercise of warrants by Gimv-XL, the relative weight in the share capital in the combination will be as follows: 42.5% for existing Greenyard Foods shareholders, 49.6% for existing Univeg shareholders and 7.9% for existing Peatinvest shareholders, for a total amount of shares of 44.4 million.

In order to increase the limited free float after the combination, a private placement of part of the shares held by Gimv-XL and Deprez Holding is being contemplated.  Deprez Holding, controlled by Hein and Veerle Deprez, remains the strategic reference shareholder for the long term.  Other key shareholders will also keep and/or strengthen their holding in the combined company so as to create a stable platform for continued expansion.  Cooperation principles have been agreed which aim to improve market access for growers.  The corporate governance structure will be streamlined and existing shareholders' agreements will be terminated.

The transaction remains subject to due dilligence, a fairness opinion, Boards of Directors approvals, regulatory approvals, EU Commission competition clearance and final transaction documentation.  As part of the transaction, customary representations and warranties will be provided.  Completion of the transaction is targeted by the summer of 2015.

Hein Deprez, Chairman of Greenyard Foods, Univeg and Peatinvest comments: "Creating a combined group offering fresh, frozen and canned fruit and vegetables will be beneficial to growers, consumers, retailers, employees and shareholders.  We believe societal trends call for a broader view on fruit and vegetable consumption".