Reconstruction Capital II has announced that it is selling its 25.4% fully-diluted interest in Albalact SA, a publicly quoted Romanian dairy company, to Lactalis.
Lactalis is a dairy manufacturing world-leader company owning many successful international brands such as “President”, “Parmalat”, and “Galbani”. The Lactalis group now employs 75,000 people, and owns more than 200 plants, located in 43 countries around the world. In 2015 the Lactalis Group made a turnover of € 17 billion.
Lactalis has agreed to acquire the Albalact shares held by the Company and from certain other shareholders in Albalact representing in aggregate 70.29% of the fully-diluted issued share capital of Albalact. The deal needs clearance by the Romanian Competition Council and could fall away if there is some material adverse change before 1 June 2016.
The agreed enterprise value (cash free, debt free) of Albalact is RON 407.3 million. The price per share will be determined using a formula starting from the enterprise value by applying contractually agreed net debt adjustments, divided by the total number of shares outstanding, minus treasury shares not allocated to an employee stock option plan currently due. The final price per share for the Offer will be computed as at the last day of the month immediately prior to the month when all the conditions precedent are satisfied, and shortly before the submission of the Offer filing by Lactalis. Lactalis needs to get all relevant approvals from the Romanian Financial Supervisory Authority.
Based on an adjusted net debt for Albalact of RON 118.2 million as of 30 September 2015, this would translate into a price per share of RON 0.4543. This represents a premium of approximately 37% over the closing price of Albalact shares on 27 January 2016, as quoted on the Bucharest Stock Exchange.
At this illustrative price per share, Reconstruction Capital II’s interest would be valued at RON 75.5m or €16.7m based on an exchange rate of 4.5328 RON to 1 EUR.
RC2 : Reconstruction Capital selling Albalact