MONTRÉAL — (Saputo Inc. announces that it has reached an agreement with Dairy Crest Group plc on the terms of a cash acquisition by which Saputo will acquire the entire issued and to be issued ordinary share capital of Dairy Crest for £6.20 per ordinary share, valuing Dairy Crest’s existing issued and to be issued ordinary share capital at approximately £975 million (approximately CDN $1.7 billion). The board of directors of Dairy Crest intends to unanimously recommend to shareholders of Dairy Crest to vote in favour of the Transaction.
The Purchase Price will be financed through funds drawn on a new bank term loan facility (the “Credit Facility“) entered into in connection with the Transaction. It is currently intended that the Transaction will be implemented by way of a Court-sanctioned scheme of arrangement under the UK Companies Act 2006. The Transaction is subject to approval by the shareholders of Dairy Crest, the Court’s sanction of the scheme of arrangement as well as other conditions customary for this type of transaction. Subject to the foregoing, the Transaction is expected to close in the second quarter of calendar year 2019. Saputo has received irrevocable undertakings to vote, or procure the vote, in favour of the Transaction from all of the directors of Dairy Crest who hold shares in Dairy Crest.
Headquartered in the United Kingdom, Dairy Crest is a large dairy company which manufactures and markets cheese, butters, spreads and oils under leading British brands, such as Cathedral City, Clover, Country Lifeand Frylight, and value-added dairy ingredients. Dairy Crest employs approximately 1,100 people in seven locations across the United Kingdom.
For the year ended March 31, 2018, Dairy Crest had revenues of approximately £456.8 million (approximately CDN $786.3 million) and profit after tax for the period of approximately £149.5 million (approximately CDN $257.3 million) (which includes exceptional items representing approximately £98.9 million (approximately CDN $170.2 million)). For the six months ended September 30, 2018, Dairy Crest had revenues of approximately £224.9 million (approximately CDN $387.1 million) and profit after tax for the period of approximately £14.5 million (approximately CDN $25.0 million) (which includes exceptional items representing approximately £(4.0) million (approximately CDN $(6.9) million)).
The Transaction would enable Saputo to expand its international presence and enter the UK market by acquiring and investing in a well-established and successful industry player with a solid asset base and an experienced management team. Dairy Crest is an attractive platform which fits with Saputo’s growth strategy.
Lazard is acting as financial advisor to Saputo, and Freshfields Bruckhaus Deringer LLP and Stikeman Elliott LLP are acting as its legal counsel. National Bank Financial Markets and BMO Capital Markets are acting as co-lead arrangers and joint bookrunners in respect of the Credit Facility.
A formal announcement (the “Announcement“) has been published in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers and can be accessed on SEDAR under the Company’s profile at www.sedar.com or on the Company’s website at www.saputo.com/en/investors. This news release should be read in conjunction with, and is subject to, the full text of the Announcement (including its appendices). The Transaction will be subject to the conditions and certain further terms set out in the Announcement and to the full terms and conditions to be set out in the scheme document.
Caution regarding Forward-Looking Statements
This news release, oral statements made regarding the Transaction, and other information published by Saputo contain statements which are, or may be deemed to be, forward-looking statements within the meaning of applicable Canadian securities laws. These statements are based on, among other things, Saputo’s assumptions, expectations, estimates, objectives, plans and intentions as of the date hereof regarding, among other things, the Transaction, its risks, success and anticipated benefits, the economic, industry, competitive and regulatory environments in which Saputo operates or which could affect its activities, its ability to attract and retain customers and consumers, as well as the availability and cost of milk and other raw materials and energy supplies, its operating costs and the pricing of its finished products on the various markets in which it carries on business. All statements other than statements of historical facts included in this news release, including statements regarding the prospects, plans and business strategy of Saputo may constitute forward-looking statements within the meaning of applicable Canadian securities laws.
These forward-looking statements may include, among others, statements with respect to Saputo’s objectives, outlook, business projects and strategies to achieve those objectives, statements with respect to Saputo’s beliefs, plans, objectives and expectations, including in respect of the Transaction, the expected timing and scope of the Transaction, the implementation of the Transaction, and other statements other than historical facts. The words “may”, “should”, “will”, “would”, “believe”, “plan”, “expect”, “intend”, “anticipate”, “estimate”, “foresee”, “objective”, “continue”, “propose” or “target”, or the negative of these terms or variations of them, the use of conditional or future tense or words and expressions of similar nature, are usually intended to identify forward-looking statements.
By their nature, forward-looking statements are subject to a number of inherent risks and uncertainties. Actual results could differ materially from the conclusion, forecast or projection stated in such forward-looking statements. As a result, Saputo cannot guarantee that any forward-looking statements will materialize, and Saputo warns readers that these forward-looking statements are not fact or guarantees of future performance in any way. Assumptions, expectations and estimates made in the preparation of forward-looking statements and risks that could cause actual results to differ materially from current expectations are discussed in Saputo’s materials filed with the Canadian securities regulatory authorities from time to time, including the “Risks and Uncertainties” section of Saputo’s Management’s Discussion and Analysis dated June 7, 2018, available on SEDAR under the Company’s profile at www.sedar.com. Furthermore, Saputo is subject to certain risks and uncertainties inherent to the nature of the Transaction, which risks and uncertainties include, among others, the failure of shareholders of Dairy Crest to approve the scheme of arrangement, the failure of the UK Court to sanction the scheme of arrangement, or the failure to otherwise satisfy the conditions to the completion of the Transaction in a timely manner, or at all. There can be no assurance that the anticipated strategic benefits resulting from the Transaction will be realized.
Forward-looking statements are based on, among other things, management’s current estimates, expectations and assumptions, which management believes are reasonable as of the date hereof, and, accordingly, are subject to changes after such date. Undue importance should not be placed on forward-looking statements, and the information contained in such forward-looking statements should not be relied upon as of any other date.
Except as required under applicable Canadian securities laws, Saputo does not undertake to update or revise these forward-looking statements, whether written or verbal, that may be made from time to time by itself or on its behalf, whether as a result of new information, future events or otherwise.
About Saputo
Saputo produces, markets, and distributes a wide array of dairy products of the utmost quality, including cheese, fluid milk, extended shelf-life milk and cream products, cultured products and dairy ingredients. Saputo is one of the top ten dairy processors in the world, the largest cheese manufacturer and the leading fluid milk and cream processor in Canada, the top dairy processor in Australia and the second largest in Argentina. In the United States, Saputo ranks among the top three cheese producers and is one of the largest producers of extended shelf-life and cultured dairy products. Saputo’s products are sold in several countries under well-known brand names such as Saputo, Alexis de Portneuf, Armstrong, COON, Cracker Barrel*, Dairyland, DairyStar, Devondale, Friendship Dairies, Frigo Cheese Heads, La Paulina, Milk2Go/Lait’s Go, Montchevre, Murray Goulburn Ingredients, Neilson, Nutrilait, Scotsburn*, Stella, Sungold, Treasure Cave and Woolwich Dairy. Saputo is a publicly traded company and its shares are listed on the Toronto Stock Exchange under the symbol “SAP”.
*Trademark used under licence
