The Kerry Group is set to become a pure play, taste and nutrition company.
Kerry Group plc announced that it has agreed with Kerry Co-Operative Creameries Limited to sell Kerry Dairy Holdings (Ireland) Limited to the Co-Op.
The total expected consideration is €500 million. Kerry wholly owns Kerry Dairy Ireland.
Kerry Dairy Ireland consists of Dairy Consumer Products, with its leading range of well-loved brands across cheese, cheese snacks, dairy snacks and dairy spreads found in chilled cabinets across retailers in the UK and Ireland.
It also comprises the Dairy Ingredients business, a leading provider of Irish dairy ingredients, including functional dairy proteins, nutritional dairy bases and cheese systems, and related agribusiness products and services.
Under the Share Exchange Steps, the Co-Op members will become direct owners of Kerry shares, equivalent to 85 percent of the Co-Op's current shareholding.
The remaining 15 percent of the Co-Op's shareholding in Kerry will be redeemed as part of the consideration for the Disposal. Following this, the Co-Op will cease to be a shareholder in Kerry, and Kerry’s issued share capital will reduce by approximately 2.9 million shares.
The transaction will involve no public placement of Kerry Group plc shares.
The Disposal and the Share Exchange Steps were referred to as the “Proposed Transaction”.
Under the Proposed Transaction, the Co-Op will initially acquire a 70 percent interest in Kerry Dairy Ireland (the “Phase 1 Transaction”), while Kerry will retain a 30 percent interest.
The parties have further agreed to specific call-put option arrangements to transfer the remaining 30 percent of Kerry Dairy Ireland to the Co-Op in the forthcoming years (the “Phase 2 Transaction”).
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