MALAYSIA – The directors of OldTown Berhad (“OldTown” or the “Company”), one of Asia’s leading coffee manufacturers and operators of café outlets, yesterday announced that the Company has received an announcement in respect of a pre-conditional cash offer for all the issued ordinary shares of OldTown (the “Offer”) by Jacobs Douwe Egberts Holdings Asia NL. B.V. (the “Offeror”), an indirect wholly-owned subsidiary of Jacobs Douwe Egberts B.V. (“JDE”), the world’s leading pure-play CPG coffee company, subject to the satisfaction of certain pre-conditions.
Shareholders of OldTown holding approximately 51.45% of the total issued share capital of the Company have irrevocably undertaken to tender all of their shares in acceptance of the Offer.
Upon the satisfaction of the pre-conditions (being approvals from antitrust authorities), as set out in the Pre-Conditional Voluntary Conditional General Offer Announcement dated 11 December 2017 (“Offeror Announcement”), the Offeror will announce and issue a notice of its firm intention to make a voluntary conditional general offer at a price of RM3.18 per share, which represents a premium of approximately:
- 10.42% over the last transacted price as at 7 December 2017, being the last full trading date prior to the date of the Offeror Announcement (“LTD”)
- 16.45% over the volume weighted average market price (“VWAMP”) of the shares for the 5-day period up to and including the LTD
- 19.64% over the VWAMP of the shares for the 1-month period up to and including the LTD
- 20.95% over the VWAMP of the shares for the 3-month period up to and including the LTD
- 18.98% over the VWAMP of the shares for the 6-month period up to and including the LTD
- 20.29% over the VWAMP of the shares for the 12-month period up to and including the LTD
A copy of the Offeror Announcement is available on the website of Bursa Malaysia Securities Berhad at www.bursamalaysia.com.
Mr. Lee Siew Heng, Group Managing Director of OldTown, said “We are deeply honoured that JDE recognises the powerful brand and platform that we have tirelessly built over the past 18 years. We strongly believe JDE is the ideal partner as we continue to serve best-in-class products to our customers. We look forward to drawing on JDE’s deep global expertise and building a highly successful partnership with them.”
Mr. Keith Magnus, Chairman of Evercore Asia, who is advising on the deal as Exclusive and International Financial Adviser to OldTown, and the architect of the transaction said, “The proposed general offer by JDE is a ringing endorsement of the business that the founding group, led by Mr. Lee, has built in the last 18 years. Given both the opportunities and challenges the Company faces, the proposed offer is a unique opportunity for shareholders of OldTown to realise their investment for cash, at a significant premium to the market traded price. It is also noteworthy that the founding shareholders have agreed to the proposed offer by JDE, which unlocks substantial value for shareholders of the company.”
Mr. Fabien Simon, CFO of JDE, said, “The team at OldTown has built an impressive footprint of FMCG and F&B business across the Asia Pacific region under the leadership of Group Managing Director, Mr. Lee Siew Heng. The OldTown team is focused on delivering premium, high-quality products to consumers and we see huge potential in the business. We are excited to work with the OldTown team to rapidly grow the business as part of the broader JDE platform.”
About OldTown
Founded in 1999, OldTown is principally involved in investment holding, whilst the principal activities of OldTown Group are of café chain operations and the manufacturing, marketing and sales of coffee and other beverages, including instant coffee mix, instant milk tea mix, instant chocolate mix and roasted coffee powder.
It offers its products to more than 17 markets including Malaysia, Hong Kong, China, Macau, Singapore, Taiwan, United States of America, Canada, Indonesia, Philippines, Thailand, Brunei, United Kingdom, Australia, Myanmar, Cambodia and New Zealand.
As at 30 September 2017, OldTown operates a total chain of 232 café outlets, comprising 189 in Malaysia, 9 in Singapore, 27 in Indonesia, 1 in Australia, 3 in China, 1 in Hong Kong and 2 in Myanmar. It operates its café outlets under the brand name of ‘OldTown White Coffee’. For more information, please visit: www.oldtown.com.my.
About JDE
A global coffee & tea company, serving consumers in more than 120 countries through iconic brands including: Jacobs, Tassimo, Moccona, Senseo, L’OR, Douwe Egberts, Super, Kenco, Pilao & Gevalia. Find out more at www.jacobsdouweegberts.com.
