PAI, BCIMC finalise €1.58bn Refresco take-private

The 79,039,776 shares have been tendered at €20 per share (cum dividend). These tendered shares represent approximately 97.4% of all the company's issued and outstanding share capital, amounting to an aggregate value of approximately €1.58bn.

All offer conditions from the bidders have been satisfied and settlement of tendered shares will take place on 29 March 2018. Remaining shares can be tendered in a post-acceptance period commencing 21 March 2018 and ending on 3 April 2018. ABN Amro acted as exchange agent for the take-private.

PAI's initial non-binding €1.4bn takeover proposal of Refresco was rejected by the Dutch business in April this year. The board members of the company reviewed the proposed terms and conditions and did not accept the offer.

Previous funding
In March 2000, Capiton, Residex, Friends Ivory & Sime (now Isis) and NeSBIC provided a total of €95m to support Refresco's management buyout from Menken Beverages.

3i had acquired a stake in the company in October 2003 during a management buyout of Refresco from a syndicate of private equity investors comprising Hay Hill Capital (a division of Residex), NeSBIC, Isis, CBG Commerzbank and Capiton. In 2006, 3i sold its stake  to FL Group, Vifilfell and Kaupthing in a deal valued at €535m.

in 2010, 3i invested in the company a second time, taking a 20% stake in an expansion deal valued at €84m. Existing shareholders, an Icelandic consortium of investors led by Stodir, and the management of Refresco, retained their stakes in the business.

In March 2015, Refresco was floated on Euronext Amsterdam. Refresco's decision to go public was the result of a process to reshuffle the company's capital structure, which was launched in Q3 2014. Both new and existing shares were offered as part of the listing.

The IPO was priced at €14.50 per share, giving Refresco Gerber a €1.2bn market cap and allowing it to raise €548m.

As part of the listing, 3i Group and its funds reduced their combined stake from 15.3% to 9.1%, with 3i reaping €35m. The offer price valued 3i's remaining stake in the business at around €67m.

Company
Refresco is a bottler of soft drinks and fruit juices for retailers in Europe and the US. In 2016, the company had revenues of approximately €2.1bn. It was founded in 1820 and is headquartered in Rotterdam, employing around 5,500 people in Europe and the US. The company recently acquired Cott's bottling activities.

The company's EBITDA as of 2017 stood at €213.9m and net profit amounted to €53m.

People
PAI Partners – Nicolas Brugère (principal food & consumer investment group).
BCIMC – Peter Milburn (director, chair).
Refresco Gerber – Hans Roelofs (CEO).

Advisers
Company – JP Morgan (corporate finance); Allen & Overy (legal).
Management – Cooperatieve Rabobank (corporate finance).
Equity – Credit Suisse (corporate finance); Rothschild & Co (corporate finance); Loyen & Loeff (legal), Freshfields Bruckhaus Deringer (legal).

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• Topics
• Buyouts
• Benelux
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• Netherlands
• PAI Partners