Capital increase details & Cooperation with the CECAB-Group has been confirmed.
1° Capital increase
PinguinLutosa and the CECAB-Group reconfirm the private capital
increase of € 10 million. The capital increase will take place
within the limits of the authorised capital at a price of € 11.67
per share. The Board of Directors has now finally approved the
capital increase. The capital increase will take place before the
end of October.
Herwig Dejonghe proudly announces: "With the CECAB-Group, a strong
shareholder group joins the capital of our Group. This shareholder
also has a very strong connection with the agricultural and food
sector."
2° Cooperation with CECAB
Apart from the capital increase PinguinLutosa will, as from 1
May 2011 onwards, take over operational lead for the deep-frozen
activities of the CECAB-Group. To achieve this PinguinLutosa will
rent the production sites and take over the personnel. This date
has been chosen because at that point, after the difficult year in
2010 with the bad harvest in Poland and Hungary, the new production
season of the vegetables will start. This new production season
will be managed solely by PinguinLutosa. In advance of this date,
PinguinLutosa and the CECAB-Group will already prepare the
organization of and determine the production programme for the
deep-frozen vegetable division. As from May 2011 onwards the
results of these activities will be included in the figures of
PinguinLutosa.
The current deal includes 7 production sites: 2 sites in France
(Moréac and Comines), 1 site in Hungary (Baja) and 4 sites in
Poland (Lipno, Adamow, Elk and Dabrova). Together these sites have
a production capacity of 150,000 tonnes per year. The current
production capacity of the deep-frozen vegetable division of
PinguinLutosa amounts to 270,000 tonnes. The sales of the
CECAB-Group in the deep-frozen vegetable division amounted to € 140
million in 2009, whereas sales of the deep-frozen vegetable
division at PinguinLutosa in 2009 amounted to € 224.4
million.
The CECAB-Group and PinguinLutosa are convinced that the
combination of the expertise regarding production, logistics,
agronomy and sales, combined with the very strong focus on
efficiency and cost awareness will be the basis for good
profitability in the future. The CECAB-Group will remain closely
involved with the operations and will manage the financing of
working capital for the activities that have been transferred. It
will also continue to manage the financing of future investments at
the sites.
Apart from the entire acquisition of 100% of the shares of the
sales companies in the deep-frozen vegetable division of the
CECAB-Group, situated in France and Brazil, PinguinLutosa
additionally acquires a number of non-controlling participations in
the current companies that hold the production infrastructure and
the land and buildings which PinguinLutosa will rent. The
investment for PinguinLutosa will amount to € 5.7 million. In
addition, both parties have agreed upon a result-driven acquisition
price (earn-out) of the business which starts as from 2012 onwards
and can amount to a maximum of € 6 million.
The cooperation is still subject to final approval by the French
Anti-trust authorities and by the financial
institutions.
