SINGAPORE – Olam International Limited (“Olam” or “the Company”), a leading global agri-business operating from seed to shelf in 65 countries, supplying food and industrial raw materials, on August 27, 2015 announced that it has entered into a subscription agreement (the “Subscription Agreement”) with Mitsubishi Corporation (“MC”), a global integrated business enterprise that develops and operates businesses across a variety of sectors with over 200 offices and subsidiaries in 90 countries worldwide.
Subject to the terms and conditions of the Subscription Agreement, the Company proposes to raise additional equity capital by issuing an aggregate of 332.73 million new ordinary shares (the “New Shares”) to MC at an issue price of S$2.75 per New Share (the “Issue Price”) to raise gross proceeds of approximately S$915.0 million, with the New Shares representing approximately 12.0% of the enlarged issued and paid up share capital (excluding treasury shares) of the Company immediately after completion of the Subscription Agreement.
Temasek Holdings (“Temasek”) will remain Olam’s majority shareholder with a 51.4% controlling stake in the enlarged issued and paid-up share capital (excluding treasury shares) of the Company upon completion of the Subscription Agreement.
The Issue Price of S$2.75 per share represents a 29.3% premium over the weighted average share price for the 12 months preceding the date of the Subscription Agreement. The Issue Price also exceeds the highest closing price in the preceding one year period before the transaction announcement date. The Issue Price was determined through a competitive bidding process.
MC has informed the Company that in a separate and independent transaction, it will also acquire approximately 222.0 million secondary shares from the Kewalram Chanrai Group, representing approximately 8.0% of the enlarged issued and paid-up share capital (excluding treasury shares) of Olam immediately following the issuance of such New Shares. On completion of both these transactions, MC will become Olam’s second largest shareholder with a 20.0% shareholding in the Company.
Strategic Rationale
This transaction sets a strong platform for a long term strategic partnership between Olam and MC, with several mutually beneficial potential collaboration opportunities, including the setting up of a proposed Joint Venture in Japan to market specific products of Olam that can leverage MC’s strong distribution and retail presence and Olam’s deep origination expertise in those products.
The partnership is based on a common view held by Olam and MC about the long term attractiveness of the food & agriculture sector. Both Olam and MC have a strategy of selectively integrating across the value chain in order to generate attractive returns and build long-term intrinsic value. To this end, MC and Olam will also explore potential strategic collaboration opportunities that could cover several of Olam’s key platforms including for example, Grains, Edible Nuts, Cocoa, Coffee, Packaged Foods and Rice.
Olam’s Co-founder, Group Managing Director and CEO, Sunny Verghese said: “I am pleased to welcome Mitsubishi Corporation as a long-term strategic shareholder in Olam. We have been business partners for many years and share a lot of the same goals and beliefs about the future of our sector and the attractive long term prospects that it offers. I am confident that this partnership with Mitsubishi will provide several sources of synergy which will help accelerate Olam’s growth and harness its full potential.”
The Group CEO of MC’s Living Essentials Group, Takehiko Kakiuchi said: “Today is a memorable day for the partnership between Olam and Mitsubishi. In addition to raw materials procurement and product manufacturing in the Japanese market, Mitsubishi has been developing a vertically integrated model in distribution and retail.
Combining our processing, manufacturing and downstream business experience with Olam’s extensive sustainable raw material supply platforms, we will transform the business into a globally sustainable model, both in qualitative and quantitative terms, while we build a value chain that is closely connected to the needs of customers.”
Olam’s Executive Director of Finance and Business Development, A. Shekhar, said: “This transaction is consistent with the objectives of the successful voluntary general offer that was concluded in May 2014 where we sought to change our shareholder profile and attract more long-term shareholders to our register.
“We see Mitsubishi as a strategic investor who is well aligned to our long-term growth strategy. This transaction will allow us to pursue selective value accretive investment opportunities that are presented by the current macro-economic uncertainty and depressed commodity market conditions.”
