Paris and Schiphol, 9 July 2007 - Groupe Danone S.A. and Royal Numico N.V. jointly announce that the expectation is justified that agreement can be reached in connection with a public offer by Danone for all outstanding ordinary shares of Numico at an offer price of Euro 55.00 in cash per ordinary share. The Supervisory Board and Executive Board of Numico will unanimously recommend that Numico shareholders accept the Offer.
The acquisition of Numico will further reinforce Danone’s positioning as a global leader in the consumer goods industry, with a growing emphasis on healthy nutrition. Numico’s presence in attractive and growing markets in baby food and clinical nutrition around the world will provide Danone with an additional pillar to drive future growth and profitability. Danone recognizes the long history and successful business strategy of the Company and intends to maintain the current organization of its businesses intact and operate them as a new division within the enlarged Danone group.
Numico will continue to be headquartered at Schiphol. The Offer as such is not expected to have significant negative consequences on the employment situation of the combined business. If the Offer is declared unconditional, it is intended that Numico’s listing on the Eurolist of Euronext Amsterdam N.V. ("Euronext Amsterdam") will be terminated as soon as possible. Furthermore, subject to the necessary threshold being reached, Danone expects to initiate the statutory procedure contemplated by the Dutch Civil Code in order to acquire all shares held by minority shareholders or take such other steps to terminate the listing and/or acquire all shares that will not have been tendered, including effecting a legal merger (juridische fusie).
Commenting on the proposed Offer, Franck Riboud (Chairman and Chief Executive Officer of Danone), said: “The price Groupe Danone is offering today is a reflection of the outstanding quality and positioning of Numico as one of the world’s leaders in healthy nutrition. The combination of the two groups will create a unique food company – the one with the clearest and most powerful health positioning in the world. With this project, we are designing a new Groupe Danone, enhancing dramatically its growth profile and its growth potential for the years to come."
Commenting on the proposed Offer, Jan Bennink, Chief Executive Officer and President of Numico said: “We are all very proud of Numico’s achievements over the last few years. Numico enjoys today very strong market positions and very attractive prospects, and the proposed offer by Danone is a recognition of the strength and quality of the group. I am confident that a combination with Danone and the position of Numico within the enlarged Danone group will ensure its continued growth momentum for the future. This deal is a very attractive proposition for all of our stakeholders, including our employees and shareholders.”
Offer Highlights
The intended Offer would be a cash offer for all the issued and outstanding ordinary shares of Numico. Based on the intended Offer Price of € 55.00 per ordinary share, Numico's fully diluted share capital is valued at approximately € 12.3 billion. No dividends are expected to be declared prior to completion of the Offer. The Offer Price of € 55.00 per ordinary share represents compelling value to Numico shareholders and offers a 44% premium over the average closing share price over the last three months.
Numico and Danone expect to reach definitive agreement on the intended Offer over the next weeks. The commencement of the Offer is subject to the satisfaction or waiver of certain pre-offer conditions customary for a transaction of this kind, such as no revocation of the recommendation of the Offer by the Boards of Numico, the absence of a material adverse effect on the business of the Numico group, obtaining a positive advice of Numico’s works council and concluding the discussion with the trade unions. When made, the consummation of the Offer will be subject to the satisfaction or waiver of certain offer conditions customary for transactions of this kind, such as no revocation of the recommendation of the Offer by the Boards of Numico, the absence of a material adverse effect on the business of the Numico group and merger clearance filings. The consummation of the Offer will also be subject to at least 66 2/3% of the issued and outstanding share capital of Numico being tendered under the Offer. It is currently expected that the Offer can be made and that consequently an offer memorandum will be published in the month of August 2007.
Numico is restricted from initiating or encouraging discussions with third parties in respect of any proposal that may form an alternative to the Offer. The Numico Boards will not recommend an alternative offer unless Danone has first had the opportunity to make a revised proposal for Numico. Danone is entitled to a break fee of EUR 50,000,000 in the event (i) the Numico Boards withdraw their recommendation; or (ii) an unsolicited offer is declared unconditional.
Further Process
Numico and Danone expect to reach full agreement on the intended Offer over the next weeks. The offer memorandum containing the terms and conditions of the Offer is currently expected to be published in August 2007, and the Offer will thereafter be discussed in an extraordinary general meeting of shareholders.
The Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten), Euronext Amsterdam N.V. and the Social Economic Council (Sociaal Economische Raad), and the relevant anti-trust authorities have been or will be informed of the intended Offer. The relevant trade unions have been duly notified. The works council of Numico will be requested for advice.
Indicative Timetable
Ø August 2007: Publication Offer Memorandum and launch of acceptance period]
Ø Mid-September 2007: Extraordinary General Meeting of Shareholders of Numico]
Ø End of September 2007: Anticipated closing of acceptance period]
Ø Early October 2007: Anticipated settlement date
Goldman Sachs International and Citigroup are acting as financial advisors to Numico. Lazard and BNP Paribas are acting as financial advisors to Danone. Allen & Overy LLP act as legal advisors to Numico. De Brauw Blackstone Westbroek N.V. acts as legal advisor to Danone.
This announcement is a public announcement as meant within section 9b paragraph 2 sub a of the Dutch Securities Markets Supervision Decree (Besluit toezicht effectenverkeer 1995).
Royal Numico is a high-growth, high-margin specialised nutrition company with leading positions in Baby Food and Clinical Nutrition and brings products to the market under the brand names Nutricia, Milupa, Cow & Gate and Dumex, among others. The company serves customers in over 100 countries and employs approx. 13,000 people.