THE NETHERLANDS - Nutreco Agrees to SHV Takeover Offer of $3.4 billion

SHV and Nutreco have reached a conditional agreement on a recommended full public offer for Nutreco of €40 in cash per issued and outstanding ordinary share of Nutreco. There will be no break up of Nutreco\'s group or its business units, including its aquafeed business, Skretting.
October 21, 2014

Nutreco has reached a conditional agreement in connection with a public offer by family-owned Dutch investment firm SHV for all issued and outstanding ordinary shares in the capital of Nutreco at an offer price of €40 (cum dividend) in cash for each Nutreco ordinary share, subject to customary conditions. The Offer price represents a premium of 42% to the closing price of Friday 17 October 2014 and a premium of 34% to the average closing price for the three months prior to and including that date. The offer amounts to €2.7 billion ($3.4 billion).

Knut Nesse, CEO of Nutreco said: \"SHV fully supports the sustainable growth strategy of Nutreco as a whole. We are excited about this new step in the rich history of our company. SHV will be an excellent partner, enabling us to maintain our corporate identity, culture, values and organisation. This offer is in the best interests of all our stakeholders, including our shareholders. Both our Executive and the Supervisory Board fully support and unanimously recommend the Offer, for what we consider to be a fair offer price.\" 

Stephan Nanninga, Chairman of the Executive Board of SHV said: \"We consider Nutreco a very promising and exciting company with a good long-term growth opportunity, solid management and company values similar to SHV. Nutreco is a true global leader in fish feed and animal nutrition, and we fully support Nutreco\'s strategy for the future and its focus on innovation and sustainability. Nutreco has a good fit with SHV and our desired mix of activities and geographies and we believe both parties will benefit from this transaction. SHV will fully support Nutreco\'s growth strategy.\" 

Strategic rationale 

The intended Offer is driven by the long term growth perspective of both companies. SHV said it fully supports Nutreco in executing its growth plans and geographical expansion through its global presence and expertise. Being a private family-held company with a true long-term focus and commitment, SHV has the financial strength to support Nutreco\'s growth, based on a prudent finance policy. 

SHV has a wide range of businesses in various geographies. Nutreco provides an interesting strategic diversification for SHV into food related markets, provides for a good growth platform in emerging markets, has strong and reputable management and a leading position in niche markets.

Both being reputable Dutch head-quartered companies with a long heritage, Nutreco and SHV share similar values, as well as strategic and financial principles. The continuation of Nutreco\'s corporate identity, culture, values, brands, organization and strategic direction provides the right future perspective for both employees and customers, the companies said in a joint press release. 

The offer has the full support and unanimous recommendation from the Executive Board and Supervisory Board of Nutreco 

Nutreco has obtained from SHV certain non-financial covenants with regard to the strategy, governance, employee and other matters, including:  

•SHV supports Nutreco\'s business and growth strategy including investments;

•SHV supports Nutreco in pursuing acquisitions;

•Nutreco, together with its subsidiaries, will have its own operating and reporting structure within SHV\'s group of activities;

•Nutreco\'s  headquarters, central management and key support functions will remain in the Netherlands;

•Nutreco will retain its corporate identity, values and culture. The Company vision shall continue to be \'Feeding the Future\';

•SHV shall not break up Nutreco\'s group or its business units;

•SHV respects all existing rights and benefits of the Nutreco employees;

•Nutreco\'s group shall remain prudently financed, including the arrangement that the refinancing (if any) of any existing debt of Nutreco shall be at the same or more attractive terms than currently in place.