Lur Berri Iceland ehf., a company incorporated under the laws of Iceland and
owned by the French company Lur Berri Holding SAS will make an offer to Alfesca
hf.'s shareholders to purchase their shares in the company.
On 28 May 2009, Lur Berri Holding SAS, , Kjalar Invest B.V., Alta Food Holding
B.V., Kaupthing Singer & Friedlander Ltd. (in administration) and certain
members of Alfesca hf.'s management - including the CEO and the CFO and certain
managing directors of Alfesca's subsidiaries - entered into agreements
concerning the control and operations of Alfesca hf. (hereinafter referred to
as "Alfesca" or the "Company"). As a result of entering into these agreements,
these parties (hereinafter collectively referred to as the "Consortium") are
treated as acting in concert vis à vis the Company.
On 28 May 2009, Lur Berri Iceland ehf. acquired 171,371,927 shares in Alfesca,
corresponding to 2.92% of Alfesca's share capital and 2.93% of its voting
rights.
Members of the Consortium collectively own 67.44% of the issued share capital
of Alfesca and control 67.83% of the voting rights:
Shares % Share capital Voting rights % voting rights
Kjalar Invest B.V. 2,330,724,395 39.65% 2,330,724,395 39.88%
Kaupthing Singer & Friedlander Ltd. (in
administration) 1,395,000,000 23.73% 1,395,000,000 23.87%
Lur Berri Iceland ehf. 171,371,927 2.92% 171,371,927 2.93%
Managers and related parties 66,840,311 1.14% 66,840,311 1.14%
The Consortium 3,963,936,633 67.44% 3,963,936,633 67.83%
No member of the Consortium intends to dispose of its shares in relation to the
offer, neither wholly nor partly.
Furthermore, Lur Berri Iceland ehf. has received commitments from shareholders
holding 699,086,562 shares in Alfesca, representing 11.89% of the total issued
share capital of Alfesca and 11.96% of the voting rights, on tendering their
shares to the offer.
Should a competing bid from a third party emerge and be made public during the
period of validity of the takeover bid, the purchase of these shares and
commitments received from shareholders as described above, may be revoked.
Mandatory Offer
The agreements entered into by members of the Consortium and Lur Berri Iceland
ehf.'s acquisition of shares in Alfesca have resulted in the obligation to make
a mandatory takeover bid to the other shareholders to purchase their shares in
Alfesca, pursuant to Art. 100 of Act No. 108/2007 on Securities Transactions
(the "Securities Act"). cf. chapters X and XI of the Act. Lur Berri Iceland
ehf., a company incorporated under the laws of Iceland and wholly owned by Lur
Berri Holding SAS, will make a mandatory bid based on terms and conditions to
be set out in a public offer document (the “Offer Document”).
Offerees
The offer extends to all shares in Alfesca which are not already owned by
members of the Consortium or Alfesca on the day when the offer is made.
Offer Document
Subject to the approval of the Icelandic Financial Supervisory Authority
(Fjármálaeftirlitið or the “FME”), an Offer Document compliant with Art. 113 of
the Securities Act will be sent to the registered shareholders of Alfesca to
which the offer extends to and are registered in the shareholders' registry of
the Company on a date specified in the Offer Document, in accordance with Art.
114 of the Securities Act and an announcement on the Offer Document and where
it can be obtained will be published in a daily newspaper.
The offer price, payment and duration
The offer price is ISK 4.5 in cash for each share in Alfesca free from any
pledges and encumbrances. Based on Alfesca's share price on and prior to 28 May
2009, the offer price represents a premium of approximately:
• 32.4% to the closing price of ISK 3.4 on 28 May 2009;
• 25.3% to the average closing price over the six months up to and including 28
May 2009, which was ISK 3.59;
• 38.4% to the average closing price over the three months up to and including
28 May 2009, which was ISK 3.25; and
• 41.4% to the average closing price over the one month up to and including 28
May 2009, which was ISK 3.18
The offer price also corresponds to the following:
• That the market value of Alfesca totals ISK 26,450 million.
• That the enterprise value of Alfesca corresponds to 5.3x the Company's
earnings before interest, taxes, depreciation and amortisation ("EBITDA")
according to its EBITDA for the twelve months ending 31 March 2009. The
calculation assumes an ISK/EUR exchange rate of 175.48.
The offer price above amounts to the highest price paid by the Consortium
members or any of its concert parties for shares acquired in Alfesca during the
six months prior to the obligation to make an offer emerged. It is expected
that the offer will be valid for 4 weeks.
Removal from trading
Should (i) members of the Consortium hold more than 90% of the share capital
and the voting rights of Alfesca subsequent to the offer or (ii) Alfesca no
longer meet the requirements on the minimum distribution of ownership, Lur
Berri Iceland ehf. will request that the Board of Directors of Alfesca apply
for the removal of Alfesca's shares from trading on the main market of Nasdaq
OMX Iceland.
Financial advisers
Lur Berri Iceland ehf. and Lur Berri Holding SAS are advised by MPE Finances
and DragonKnight Advisors. Nýi Kaupþing banki hf. has been appointed as the
financial manager in relation to the takeover bid.
For further information on this announcement please contact:
Mr. Olivier Gemin
General Manager of Lur Berri Holding SAS
Tel.: +33 5 59 38 72 00
E-mail address: groupe@lurberri.fr
Mr. Xavier Govare
CEO of Alfesca hf.
Tel.: +354 477 7007
Mr. Ólafur Ólafsson
Chairman of Alfesca hf.'s Board of Directors
Tel.: +354 477 7007
About Groupe Lur Berri
Lur Berri is an agribusiness company with a consolidated turnover of 412
million euros over the last financial year. The main three areas of activity of
the Lur Berri Group are:
• Production of plants carrying corn grain, sale to farmers of agri-products,
open field production of vegetables, and of multiplication of corn seeds.
• Breeding of animals, principally in the following categories: web-footed
birds, cattle, pigs, sheep. The group also has a production unit for animal
feed.
• Finally, a distribution centre made up of a distribution/garden centre (under
the Gamm Vert brand), a DIY centre (under the MR Bricolage brand) and a pet
food centre.
Lur Berri has a policy of active partnerships in each of the sectors the group
is involved in and to this effect has made the following investments:
• 43% of Arcadie Sud Ouest (turnover of 320 million euros), a company
specialized in slaughtering, cutting and distribution of meat.
• 90% of the Spanghero Group (turnover of 90 Million euros), a company
specialized in fresh pre-prepared dishes and cooked meat and poultry dishes.
• 50% of a holding company specialized in rearing fatty ducks, owned jointly
with the Spanish group Martiko, one of the Spanish market leaders in salmon and
foie gras,
• 9% of the 2nd European dealer in frozen vegetables, Pinguin-Lutosa (turnover
of 440 Million euros),
• Lur Berri has also developed a close partnership over several decades with
Pioneer Hi-Bred International, the world's leading developer and supplier of
corn seed products,
• Lur Berri has created together with the MR Bricolage group, a holding company
for regional development under the MR Bricolage brand.
