The offer will be 390 pence in cash for each Wiseman share.
Shareholders who were on the register as at 30 December 2011 will retain the right to the interim dividend of 5.75 pence per share, which has already been declared and which is payable on 2 February 2012. The offer values the fully diluted share capital of Wiseman at approximately £279.5m.
Müller has received irrevocable undertakings to accept (or procure acceptance of) the offer from Robert Wiseman, other Wiseman family members and trusts in respect of 24,845,981 Wiseman shares, representing approximately 35.1% of the issued share capital of Wiseman as at the date of this announcement.
In addition, Müller has received irrevocable undertakings to accept (or procure acceptance of) the offer from all the other Wiseman directors, who hold 121,941 Wiseman shares, representing approximately 0.2% of the issued share capital of Wiseman as at the date of the announcement.
Müller has also received irrevocable undertakings to accept the offer from certain institutional Wiseman shareholders, namely F&C Fund Management and F&C Management, Aviva Global Investors and Majedie Asset Management in respect of 6,755,876 Wiseman shares which they hold, representing approximately 9.5% of the issued share capital of Wiseman as at the date of this announcement.
Müller has also received a letter of intent from First Milk to accept the offer in respect of 7,162,026 Wiseman shares which it holds, representing approximately 10.1% of the issued share capital of Wiseman as at the date of this announcement.
Müller has received irrevocable undertakings and a letter of intent over a total of 38,885,824 Wiseman Shares, representing approximately 54.9% of the issued share capital of Wiseman. The Wiseman directors, who have been so advised by Greenhill, consider the terms of the offer to be fair and reasonable.
The Wiseman directors intend to unanimously recommend that Wiseman Shareholders accept the offer. Robert Wiseman, executive chairman of Wiseman, said: “The combination of Müller and Wiseman makes strong commercial and strategic sense, creating a leading integrated dairy business in the UK with complementary positions in the yogurt and potted desserts market and the fresh milk market.
“Wiseman has its origins as a family business and, since listing in 1994, my family has retained a significant stake in the business. It is heartening to know that the business will become part of another family owned business in Müller.
“Müller’s offer represents an attractive price for an outstanding business and Müller recognises the importance of Wiseman’s management (who will continue to lead the business alongside Müller), employees and our best-in-class assets. These factors have contributed to the Board’s recommendation of this transaction. I very much look forward to playing a part in the next chapter of Wiseman’s development.”
Commenting on the offer, Heiner Kamps, CEO of Müller said: “This is an exciting strategic move by Müller to enter a new market segment in the UK. The combination of these complementary businesses will form a leading dairy player offering a range of exceptional products to our customers across the UK. This will create significant opportunities which will benefit suppliers, customers, consumers and employees.”
Source: Müller group
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