In a statement to the stock exchange, the Amsterdam-listed company said a consortium lead by PAI Partners has offered €11.50 per share for Wessanen’s outstanding shares.
PAI Partners is working with US investor Charlie Jobson, who has been a shareholder in Wessanen since 2009 and currently has a stake of nearly 26%.
The offer is revised upward from an initial approach made by the consortium in February and rebuffed by Wessanen’s board. “After careful review and consideration, together with their financial and legal advisors, [the board] concluded that it was not in Wessanen's stakeholders' interests to enter into discussions with the consortium, based on the proposed terms," the company said.
After further negotiations, the latest offer – received on 5 March - represents a premium of 23.7% to the stock’s preceding day closing price, a premium of 30.7% to the 30-day average closing price, and a premium of 32.2% to the 60 days average stock price.
“After careful review and consideration, the boards, together with their financial and legal advisors, concluded that this proposal warranted engaging with the consortium to explore the feasibility and merits of the potential transaction,” Wessanen said.
“Currently, due diligence is taking place and the parties will be exploring the terms of a merger protocol.”
However, the board warned that there was no guarantee the deal would finalise.
Wessanen shares spiked 17.51% in Amsterdam today, climbing to €11.68 at 15.40 local time.
Dynamic brands in a competitive market
The company focuses on organic and whole foods. Its brands include Whole Earth Clipper and Bjorg as well as free-from bakery brand Mrs Crimble’s.
A total of 77.5% of Wessanen’s revenue is derived from organic products and 96% from vegetarian products – indicating that the company is operating in some key growth sectors in Western Europe. However, 2018’s top line performance disappointed many commentators.
Last year, Wessanen booked sales of €628m, a rise of just 0.6% on 2017.
Delivering the result, Wessanen CEO Christophe Barnouin said the market for healthy and sustainable food continued to be “very dynamic” as “many consumers are considering to make changes to their food habits”.
However, he said the company’s growth ambitions were dampened by rising competition. “The market attracted more players leading to intensified competition. This put some of our growth plans under pressure resulting in an overall moderate level of growth.”
Lazard is acting as financial advisor and Allen & Overy is acting as legal counsel to Wessanen.
PAI is a leading pan European private equity firm, managing and advising dedicated buyout funds with a combined equity value in excess of €12bn.