SHV Increases Offer for Nutreco as feed group Rejects Cargill Bid

11 Nov 2014 --- Nutreco NV the Dutch maker of fish feed and animal-nutrition products has attracted a sweetened €2.99 billion ($3.7 billion) takeover bid from SHV Holdings NV as the local investment company fends off rival interest from Cargill Inc. and Permira Advisers LLP.

Nutreco N.V. and SHV Holdings N.V. jointly announce that they have amended their conditional agreement, previously announced on 20 October 2014, in connection with a public offer by SHV for all issued and outstanding ordinary shares in the capital of Nutreco. Under the terms of the amended conditional agreement, SHV has agreed to increase its offer price from €40 (cum dividend) to €44.50 (cum dividend) in cash for each Nutreco ordinary share, and amend the parties' respective termination rights with regard to Competing Offers.

By making the Increased Offer, SHV responds to an unsolicited expression of competing interest which Nutreco has received from Cargill, Incorporated on 8 November 2014 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 19 October 2014.

SHV's Increased Offer of €44.50 per Nutreco share is 11.25% higher than its initial offer. SHV's Increased Offer price represents a premium of 58% to the closing price of Friday 17 October 2014 and a premium of 49% to the average closing price for the 3 months prior to and including that date. SHV's Increased Offer values 100% of the issued and outstanding shares of Nutreco at €2,988 million.
Nutreco announces 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 transaction together with private equity firm Permira. This would result in a break up of Nutreco; Cargill would acquire the Fish Feed 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 Board and the Supervisory Board are of the opinion that SHV's Increased Offer will deliver superior benefits to the shareholders, employees, customers, partners and other stakeholders of Nutreco. The Executive Board and the Supervisory Board fully support and unanimously recommend SHV's Increased Offer for acceptance to the shareholders of Nutreco.

Under the amended conditional agreement, Nutreco and SHV may terminate the conditional agreement in the event a bona fide third party makes an offer which, in the reasonable opinion of the Executive Board and the Supervisory Board, is a more beneficial offer than SHV's Increased Offer, taking into account the identity and track record of SHV and that of such third party, certainty of execution (including certainty of financing and compliance with all anti-trust and other regulatory laws), conditionality, the future plans of such third party with respect to Nutreco and its strategy, management, employees and other stakeholders of Nutreco (see also the Non-Financial Covenants as described in the initial joint announcement of 20 October 2014), provided, that the consideration per share exceeds SHV's Increased Offer price by 8% or more. In the event of such third party offer, SHV has the opportunity to match such offer, in which case the conditional agreement may not be terminated by Nutreco.

Except as described in this joint announcement, all terms of SHV's Increased Offer remain the same as announced on 20 October 2014. The indicative timetable for launch of SHV's Increased Offer also remains as previously announced.

The Increased Offer will be made for the ordinary shares of Nutreco, a public limited liability company incorporated under Dutch law, and is subject to Dutch disclosure and procedural requirements, which are different from those of other jurisdictions. The Increased Offer will be subject to disclosure and other procedural requirements, including with respect to the Increased Offer timetable and settlement procedures that are different from those applicable under domestic tender offer procedures and laws of other jurisdictions.