Nomad Foods Limited entered into an option agreement with LionGem Sweden 1 AB acquire Findus Sverige AB and its subsidiaries for approximately £500 million.
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Through this transaction Nomad will acquire Findus Group's continental European businesses in Sweden, Norway, Finland, Denmark, France, Spain and Belgium.
These operations include the intellectual property and commercialisation rights to the Findus, Lutosa, and La Cocinera brands in the respective markets. The remaining part of the Findus Group, including Young's Seafood Limited in the UK, will remain under the ownership of the Seller.
The £400 million cash portion of the purchase price is expected to be funded through a combination of Nomad's cash in hand and debt. Additionally, the Seller will be issued approximately 8.4 million ordinary shares in the capital of Nomad at closing.
The seller will be restricted from transferring any of the shares within one year following closing and will be restricted from transferring 50% of the shares within two years of closing.
Nomad expects the seller to exercise the option - following completion of works council consultations - in the fourth quarter of 2015, after which the parties will enter into a definitive sale and purchase agreement.
The transaction is expected to close shortly thereafter, subject to customary closing conditions including regulatory approvals.
Through this transaction, Nomad will acquire a leading frozen food business in France, Sweden, Norway and Finland. The operations being acquired include approximately 1,500 employees and 6 manufacturing facilities in Norway, Sweden, France, and Spain as well as the intellectual property and commercialisation rights in the relevant territories.
Annual revenues are approximately €600 million with an adjusted EBITDA margin of approximately 11%. The acquisition is expected to be immediately accretive to Nomad's earnings with approximately €25 million to €30 million of annual synergies targeted over the next three years ■