PAI gets €885m offer for Wessanen agreed

The agreement follows talks between Wessanen, PAI and Wessanen's largest shareholder, high-net-worth individual Charles Jobson, announced on 14 March. At the time, it was disclosed that PAI placed a bid of €11.50 per share to acquire Wessanen, and Jobson would roll over his 26% stake.

The transaction is supported and recommended by Wessanen's executive board and supervisory board.

If approved during Wessanen's annual general meeting of shareholders on 11 April 2019, Wessanen will pay to its shareholders a dividend over the financial year 2018 of 14 cents per share, in which case the offer price shall be reduced by 14 cents per share.

The offer price represents an enterprise value to EBITDA multiple, excluding exceptional items, of approximately 13.7x for the 12-month period ending 31 December 2018.

Upon completion of the offer, PAI will hold approximately 62% of Wessanen and Charles Jobson approximately 38%.

The offer has received a binding equity commitment letter from two PAI funds for an aggregate amount of €301m, and a commitment from Charles Jobson to reinvest approximately 21% of the proceeds from the offer for an amount of €183m. The equity financing amounts to €484m.

The operation's debt financing will see a consortium of banks provide senior debt financing of €445m.

Charles Jobson acquired a stake in the business in 2009. Jobson's commitment to PAI meant that another private equity group was unlikely to bid, a source told Unquote sister publication Mergermarket earlier this month. The newschannel reported in early April that a rival private equity bid would not only have to be significantly higher, but would need to offer Jobson the same opportunity to roll over his stake, the source explained.

Amsterdam-based Wessanen is a food company whose brands are considered healthy, sustainable, vegetarian and/or organic. They include Allos, Alter Eco, Bjorg, Bonneterre, Clipper, Gayelord Hauser, Isola Bio, Kallø, Tartex, Whole Earth, Zonnatura, Mrs Crimble's, Destination and El Granero.

The business saw revenue growth of 0.6% to €628.4m in 2018 and posted earnings before interest, tax and exceptional items of €57.7m, up 8% versus the previous year, according to Wessanen's website. In 2017, it employed 1,188 people.

The food company has origins dating back 1765, though it has had an exclusive focus on sustainable and organic food since 2015.

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