Hilton Food Group PLC Agreement to Acquire Sous Vide & Dalco Completion (5172P)
February 08 2019 - 6:04AM
UK Regulatory
TIDMHFG
RNS Number : 5172P
Hilton Food Group PLC
08 February 2019
8 February 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
Hilton Food Group plc
Hilton completes the purchase of 50% shareholding in leading
vegetarian manufacturer, Dalco Food B.V.
On 18 October 2018, Hilton announced an agreement to purchase a
50% shareholding in Dalco Food B.V. ("Dalco"), a leading vegetarian
product manufacturer based in Oss, the Netherlands subject to
clearance from the Dutch competition authority. Hilton also agreed
to enter into a joint venture agreement with Dalco's shareholders,
which includes an option for the remaining 50% of Dalco's shares in
2024. Following approval by the Dutch competition authority, this
transaction completed on 31 January 2019.
This agreement with Dalco enables Hilton to significantly expand
its product offering in the fast-growing vegetarian market. Hilton
will provide its manufacturing expertise and capital resources to
enable Dalco to expand its range into the next generation of
vegetarian products servicing not only Dalco's existing customers
but also Hilton's customer base.
Hilton agrees to acquire sous vide manufacturer, HFR Food
Solutions Limited
Hilton Food Group plc ("Hilton"), the leading specialist
international food packing business supplying major food retailers
in Europe and Australia, is pleased to announce that Hilton Foods
Limited (a wholly owned subsidiary of Hilton) ("HFL") has agreed to
acquire the entire issued share capital of HFR Food Solutions
Limited ("HFR"), a sous vide manufacturer based in Wednesbury, West
Midlands, UK. The transaction is scheduled to complete on 28
February 2019.
This acquisition enables Hilton to enter the fast-growing sous
vide market and leverage its expertise in procurement and
manufacturing of meat products in a new segment with major
retailers and food service customers. The acquisition also
diversifies the proteins supplied by Hilton in the UK as pork and
poultry represent a significant proportion of HFR's output.
As a director and owner of a 30% shareholding in HFR prior to
the acquisition by Hilton, and as a director of Hilton and HFL,
Philip Heffer is a related party under Listing Rule 11.1.4(2). In
their capacity as directors of HFR and each being owners of a
respective 30% shareholding in HFR prior to the acquisition by
Hilton, and as directors of Hilton Food Solutions Limited (being an
indirect subsidiary of Hilton), Graham Heffer and Robert Heffer are
each a related party under Listing Rule 11.1.4(2). The acquisition
of HFR qualifies as a smaller related party transaction under
Listing Rule 11.1.10 R.
The purchase price for the acquisition of HFR is structured such
that GBP100 is paid on completion with the remainder payable three
years after completion. The deferred consideration will be
calculated by subtracting the net debt of HFR from the enterprise
value of HFR, each metric calculated as at 28 February 2022. The
enterprise value of HFR will be calculated by applying a multiple
to average EBITDA over the three year period up to and including 28
February 2022. It is estimated that the actual deferred
consideration payable by HFL will be approximately GBP3.3 million
but the final amount will depend on the performance of the HFR
business. Hilton will provide a secured loan of GBP2.75 million to
HFR on completion to finance the company.
Commenting on the agreement, Hilton Executive Chairman Robert
Watson OBE, said:
"This acquisition represents an exciting opportunity for Hilton
to broaden its offering in a fast-growing segment of the market and
meet our customers' demands for Hilton to supply them with a range
of innovative, high quality sous vide products."
HFR director Graham Heffer added:
"We are pleased with Hilton's acquisition of HFR as it will
enable the business to benefit from Hilton's expertise, improve its
operations and continue to focus on giving our customers the right
products at competitive prices."
Notes to editors
About Hilton:
Hilton Food Group plc is Europe's leading specialist
international food packing company supplying major retailers
including Tesco, Ahold, Coop Danmark, ICA and Sonae in Europe and
Woolworths in Australia. Hilton had sales of GBP1.4 billion in the
52 weeks to 31 December 2017, and GBP864 million in the 28 weeks to
15 July 2018. Hilton employs around 4,300 people across its
sites.
About HFR:
HFR has operated the Wednesbury site in collaboration with
another food manufacturer since 2014. In the year to 30(th)
September 2018, the business generated turnover of GBP24 million
manufacturing sous vide products for major retail, wholesale and
food service customers in the UK.
For further information please contact:
Hilton Food Group plc Tel: +44 (0) 1480 387214
Robert Watson OBE, Executive Chairman
Nigel Majewski, CFO
Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571
Angharad Couch
Ellen Wilton
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END
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