NIGERIA – Olam International Limited, multinational food and agribusiness company, has tabled a fresh US$331 million (N120bn) offer to take over Dangote Flour Mills (DFM) Plc, down from the US$361 million it had initially announced.
Dangote Flour Mills, Nigeria’s leading wheat milling company, had in April this year received a binding offer from Olam to acquire all outstanding and issued shares not currently owned by it through its subsidiary, Crown Flour Mills Limited.
By then, the board of Dangote Flour said that it was considering the US$361 million offer for the entire five billion issued shares of the company- which represented the enterprise value on a debt-free, cash-free basis and payable in cash at the closing of the proposed transaction
Olam’s fresh US$331 million consideration represents N24 only per ordinary share following the adjustments made. The deal is be subject to shareholders’ approval, regulatory approval, as well as a sanction from a Federal High Court.
“The shareholders of DFM (excluding Crown Flour) will be paid the final consideration in accordance with the terms of the scheme document to be considered and approved by the shareholders at a court ordered meeting to be convened for that purpose.
“The board of directors has carefully considered the addendum and the initial offer and will, subject to obtaining regulatory approvals, recommend the revised offer to the shareholders of the company at the court-ordered meeting for their consideration and approval,” DFM said.
However, after the conditions of the transaction are met and fully approved by all concerned stakeholders, Dangote Flour Mills Plc will delist from the Nigerian Stock Exchange (NSE).
Dangote Flour said its board would review the offer in the best interest of its shareholders, adding that the board would keep both the capital markets and the public updated on tangible development, in line with applicable regulatory requirement.
“Shareholders and potential investors are advised to exercise caution when dealing in Dangote Flour Mills’ shares until a further announcement is made,” the company noted.
According to a statement issued by DFM, Olam had confirmed its unequivocal and irrevocable financial support to Crown Flour for the satisfaction of the final consideration, and that Olam remained primarily responsible for the discharge of Crown Flour’s obligations under the transaction.
Currently, Crown Flour Mills Limited, which is a subsidiary of Olam International Plc, holds a total of 5,113,229 units of shares in Dangote Flour Mills Plc.
Olam said that addition of DFM further strengthens its portfolio ‘by investing in proven businesses where it has consistently performed and gained market leading positions’.