15 mrt PAI Partners and bcIMC to acquire Refresco
Consortium of PAI and bcIMC declares cash offer for all shares of Refresco. The acquisition allows the company to pursue its buy-and-build strategy going forward.
Axeco Corporate Finance is pleased to have advised Refresco
A Consortium of PAI Partners SAS (“PAI”) and British Columbia Investment Management Corporation (“bcIMC”) has agreed to make a recommended offer of EUR 20 (cum dividend) in cash per ordinary share of Refresco (the “Offer Price”) for a consideration of EUR 1.623 billion.
The Offer Price represents a premium of approximately 22% to the average Refresco closing share price of EUR 16.37 since the announcement of the acquisition of Cott’s bottling activities (“Cott TB”) on 25 July 2017 (the “Average Share Price”) ; a premium of approximately 41% to the Refresco closing share price of EUR 14.21 on 5 April 2017 (the “April Share Price”) ; and an Enterprise Value to EBITDA multiple of approximately 8.5x post Cott TB synergies for the twelve-month period ending 30 June 2017.
The Consortium fully supports Refresco’s buy-and-build strategy going forward, including the completion of the Cott TB acquisition. Major shareholders and shareholding members of the Boards, holding in aggregate 26.5% of the total issued and outstanding shares, have committed to tender all their shares. The Consortium has committed financing in place, providing high deal certainty. Refresco’s Executive Board and Supervisory Board fully support and unanimously recommend the offer.
The Offer provides Refresco’s shareholders with a fair price for their Shares including an attractive premium. The Consortium has fully committed financing in place on a “certain funds” basis and has completed its due diligence, providing high deal certainty and facilitating a swift and efficient transaction process to completion.
Hans Roelofs, CEO of Refresco: “This Offer represents a fair value for our shareholders and is yet another milestone for the Company. The Consortium fully supports our strategy and with its track record, financial strength and understanding of our business, they can support the Company whilst we accelerate our growth plan going forward.
Obtaining a public listing in 2015 was a well-considered decision and it has brought the Company many opportunities. However, we have also grown and prospered under private equity ownership. Our ownership structure is never a goal in itself. Rather, our focus remains on being in an environment that allows us to continue executing our proven strategy of buy-and-build.
The first time PAI approached us was prior to our public listing in 2015. They have always been impressed by our business and performance, and the agreement reached today reflects the important steps Refresco has realised since the IPO. Our latest acquisition of Cott TB, creating the world’s largest independent bottler with leadership positions across Europe and North America, is a truly transformational acquisition right at the heart of our buy-and-build strategy.
We are convinced that this is a good transaction for the Company and all stakeholders involved and we therefore recommend our shareholders to accept the Offer. Our focus of growing alongside our customers in the markets where we currently operate and expanding geographically remains unchanged. I look forward to this new phase of private ownership, and for all our employees and customers to capitalize on the opportunities ahead of us.”
Frédéric Stévenin, Managing Partner, PAI: “Refresco is a high-quality business and an attractive consolidation platform in the beverage industry which we intend to fully support using PAI’s wealth of experience in the European food and beverage industry. We share the Refresco management team’s overall vision for the group and we are excited by the opportunity to work with them and the team at bcIMC to realise its potential.”
Jim Pittman, Senior Vice President, Private Equity at bcIMC: “bcIMC has followed Refresco with interest for several years. We feel its scale, global presence, and track record of growth are a good fit for our clients’ portfolios. We are keen to work with PAI, a long-term strategic partner, to support Refresco and management in the execution of its strategic plans over the coming years.”
Refresco (Euronext: RFRG) is the world’s largest independent bottler of beverages for retailers and A-brands with production in Europe, North America and Mexico. The company has pro forma volumes and revenue of circa 11.6 billion liters and circa EUR 3.6 billion, respectively. Refresco offers an extensive range of product and packaging combinations from 100% fruit juices to carbonated soft drinks and mineral waters in carton, PET, Aseptic PET, cans and glass. Focused on innovation, Refresco continuously searches for new and alternative ways to improve the quality of its products and packaging combinations in line with consumer and customer demand, environmental responsibilities and market demand. Refresco is headquartered in Rotterdam, The Netherlands and has more than 9,500 employees.
About PAI Partners
PAI Partners is a leading European private equity firm with offices in Paris, London, Luxembourg, Madrid, Milan, Munich, New York, and Stockholm. PAI manages EUR 8.3 billion of dedicated buyout funds. Since 1994, the company has completed 61 transactions in 11 countries, representing c. EUR 41 billion in transaction value. PAI is characterised by its industrial approach to ownership combined with its sector-based organisation. They provide the companies they own with the financial and strategic support required to pursue their development and enhance strategic value creation.
With c. USD 135.5 billion of managed net assets, British Columbia Investment Management Corporation (bcIMC) is one of Canada’s largest institutional investors within the global capital markets. Based in Victoria, British Columbia, bcIMC is a long-term investor that invests in all major asset classes including private equity. bcIMC’s clients include public sector pension plans, public trusts, and insurance funds.