Ferrero International agreed to acquire Thorntons Plc for 112 million pounds ($178 million) in a transaction that brings the 104-year-old British chocolate maker under the same roof as Nutella hazelnut spread.
Thorntons shares rose more than 42% after Italian chocolate maker Ferrero International made a bid for the firm. Much loved British chocolate manufacturer Thorntons has been suffering from failing sales in recent years.
Despite the takeover there is no need to worry about a British institution being dismantled, the Italian company has pledged to stay true to the Thorntons brand and keep the factory in Alfreton, Derbyshire open.
The factory, which employs 3,500 staff, was first opened by Joseph William Thornton in 1911.
Here is the official press release:
The Boards of Ferrero International S.A. (“Ferrero”) and Thorntons PLC (“Thorntons”) are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Ferholding UK Ltd (“Ferholding”) (a wholly-owned subsidiary of Ferrero) for the entire issued and to be issued ordinary share capital of Thorntons.
The Offer will be 145 pence in cash for each Thorntons Share.
The Offer values the fully diluted share capital of Thorntons at approximately £111.9 million.
Ferholding has today acquired the entire holding of Crystal Amber, the entire holdings of John von Spreckelsen (and his wife) and part of the holding of Hotchkis & Wiley in Thorntons at the Offer Price. These holdings together total 18,707,841 Thorntons Shares, representing approximately 27.14 per cent. of the issued share capital of Thorntons as at the date of this announcement.
Ferholding has also today acquired the entire holdings of certain of the Thorntons Directors who hold Thorntons Shares (being Paul Wilkinson and Jonathan Hart) and the majority of the holding of Michael Killick, another Thorntons Director, at the Offer Price. Ferholding has also acquired the Shares held by Jonathan Hart’s wife and children. These holdings together total 1,901,800 Thorntons Shares, representing approximately 2.76 per cent. of the issued share capital of Thorntons as at the date of this announcement.
Ferholding therefore owns 29.90 per cent. of the total issued share capital of Thorntons as at the date of this announcement.
In addition, Ferholding has received irrecovable undertakings to accept or procure the acceptance of the Offer from Hotchkis & Wiley in respect of its remaining 2,921,411 Thorntons Shares, representing approximately 4.24 per cent. of the issued share capital of Thorntons as at the date of this announcement. Ferholding has also received irrevocable undertakings to accept or procure the acceptance of the Offer at the Offer Price in respect of the holdings of certain other of the Thorntons Directors (being Diana Houghton, Barry Bloomer and Martin George) who hold Thorntons Shares. These holdings together total 155,084 Thorntons Shares, representing approximately 0.22 per cent. of the issued share capital of Thorntons as at the date of this announcement.
In aggregate, therefore, Ferholding holds or has received irrevocable undertakings to accept or procure the acceptance of the Offer in respect of 23,686,136 Thorntons Shares, representing approximately 34.36 per cent. of the issued share capital of Thorntons as at the date of this announcement, including those holdings of the Thorntons Directors (and/or those of their close family as relevant).
The Offer represents a premium of approximately:
• 42.9 per cent. over the closing middle market price of 101.5 pence per Thorntons Share on 19 June 2015, the business day immediately prior to the commencement of the Offer Period;
• 66.6 per cent. over the average closing middle market price per Thorntons Share of 87.1 pence over the three month period ended 19 June 2015, the business day immediately prior to the commencement of the Offer Period;
• 72.3 per cent. over the average closing middle market price per Thorntons Share of 84.2 pence over the six month period ended 19 June 2015, the business day immediately prior to the commencement of the Offer Period; and
• 49.1 per cent. over the average closing middle market price per Thorntons Share of 97.2 pence over the twelve month period ended 19 June 2015, the business day immediately prior to the commencement of the Offer Period.
Ferholding was incorporated in England and Wales on 12 June 2015 for the specific purpose of making the Offer. Ferholding is a wholly owned subsidiary of Ferrero.
The Thorntons Directors, who have been so advised by Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Thorntons Directors, Investec has taken into account the commercial assessments of the Board.
Accordingly, the Thorntons Directors intend to recommend unanimously that Thorntons Shareholders accept the Offer.
