World Grain - December 2014 - 13

newsreview
SHV increases offer for Nutreco

World-Wide

UTRECHT, NETHERLANDS - Nutreco
N.V. and SHV Holdings N.V. jointly announced on Nov. 10 that SHV has agreed to
increase its offer price for all issued and outstanding ordinary shares in Nutreco.
SHV increased its offer by 11.25% to
€44.50 from the €40 offered in the original
agreement announced on Oct. 20. By making the Increased Offer, SHV responded to an
unsolicited expression of competing interest
that Nutreco received from Cargill on Nov. 8
as well as to comments from various Nutreco
shareholders. Nutreco has informed SHV of
Cargill's expression of competing interest in
accordance with the conditional agreement
between SHV and Nutreco dated Oct. 19.
SHV's increased offer price represents a
premium of 58% to the closing price of Oct.
17 and a premium of 49% to the average
closing price for the three months prior to
and including that date. SHV's Increased Offer values 100% of the issued and outstanding shares of Nutreco at €2.988 billion.
Nutreco announced that it has rejected such
expression of competing interest from Cargill. Nutreco, together with its advisors, have
concluded that Cargill's intention of breaking
up the Nutreco business is fundamentally inconsistent with Nutreco's long-term growth
strategy for the business as a whole.
In its expression of competing interest,
Cargill stated that, subject to satisfactory
completion of a due diligence exercise, it
would intend to make an offer of at least
€43.20 in cash per Nutreco share. Cargill
stated that it was exploring a structured

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Permira. This would result in a break up of
business, and Permira would acquire the animal nutrition business.
Cargill's expression of interest was still subject to the approval of Cargill's board of directors and contained substantial other execution
uncertainties. The potential structure with regards to Permira's involvement was unclear.
Taking into account the above, Nutreco
concluded that Cargill's expression of competing interest is not in the interest of Nutreco's stakeholders.
The executive and supervisory boards are
of the opinion that SHV's increased offer
holders, employees, customers, partners and
other stakeholders of Nutreco. The boards
fully support and unanimously recommend
SHV's offer for acceptance to the shareholders of Nutreco.
For more information, see Page 90.

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World Grain - December 2014

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