Boparan Holdings, which is controlled by food business entrepreneur Ranjit Singh Boparan, has made a 73p a share offer for UK convenience food group Northern Foods. Boparan already owns a 6.6% stake in Northern Foods.
The £342m bid was made following the granting of a two hours extension to the deadline given by the UK Takeover Panel and scuppers a proposed all-share merger of equals between Northern Foods and Greencore Group, another leading convenience food company in the UK.
The board of Northern Foods is recommending the Boparan offer and has withdrawn its support for the Greencore merger. Accordingly the Northern Foods directors are recommending that Northern Foods shareholders vote against the Greencore merger at the meetings on the 31st January 2011.
The proposed merger between Northern Foods and Greencore would have created Essenta Foods, a £1.7b turnover business with strong positions in private label production along with significant band strength in biscuits and frozen pizzas, respectively through the Fox’s and Goodfella’s brands. Essenta Foods would be owned equally by Northern Foods’ and Greencore’s shareholders. Integrating the two businesses was expected to yield cost synergies of £40m per annum within three years, with at least half being realised within the first 12 months after completion.
The Essenta deal had also proposed putting £15m a year into Northern Foods’ pension fund to plug a deficit of £142m. Boparan has also met with Northern Foods’ pension trustees and agreed terms.
The Boparan offer price of 73p a share represents a 61% premium to Northern Foods’ share price before the merger agreement with Greencore and is 52% higher than the implied value of Northern Foods under the Greencore merger proposal.
“The combined group will be one of Britain’s major food suppliers with a turnover of more than £2 billion. This will create significant opportunities which will benefit customers, consumers and employees. We look forward to working with the experienced Northern Foods team and combining our skills in product innovation and customer partnerships to create a larger business with enhanced prospects,” says Ranjit Singh Boparan.
Commenting on the offer, Anthony Hobson, chairman of Northern Foods, says: “This attractive cash offer provides shareholders with an immediate premium to the value of Northern Foods within Essenta Foods, the proposed merger with Greencore we announced in November 2010. The bid from Boparan is a compelling opportunity for our shareholders to realise a cash exit, and as such the board of Northern Foods will be unanimously recommending that Northern Foods shareholders accept Boparan’s offer.”
Ranjit Sing Boparan is chief executive of chicken processor the 2 Sisters Food Group, which he established in 1993, developing the company from a small scale frozen retail cutting operation into a £700m turnover international food business with ten manufacturing sites in the UK, six in Holland and one in Poland.