SINGAPORE – Super Group Ltd (“Super Group”) and Sapphire Investments BV (“Sapphire”), an indirect wholly owned subsidiary of Jacobs Douwe Egberts BV (“JDE”), today announced that Sapphire has made a pre-conditional offer to acquire all the issued shares of Super Group, supported by irrevocable commitments received from shareholders representing 60% of Super Group’s issued shares to tender their shares in the offer.
This includes an irrevocable commitment from YHS Investment, holding 11.69% of Super Group’s issued shares, whose undertaking to accept is subject to approval of its shareholders.
The offer will be at a price of S$1.30 per share or a total aggregate consideration of approximately S$1.45 billion. The offer price represents a premium of:
- approximately 34.0% over the last traded price per share as quoted on the Singapore Exchange on October 31, 2016, the date on which the shares were last traded on the Singapore Exchange prior to the trading halt on the shares which was called on October 31, 2016; and
- approximately 62.6% over the volume weighted average share price of Super Group for the three month period ending October 4, 2016, the last trading day of the shares prior to the date on which a query regarding trading activity was received on October 5, 2016 by Super Group from the Singapore Exchange.
The commencement of the offer is subject to the receipt of regulatory approvals. The offer will be conditional upon Sapphire receiving more than 50% of Super Group’s issued shares being tendered in acceptance of the offer.
If Sapphire acquires 90% of the issued shares pursuant to the offer, Sapphire intends to exercise its right to compulsorily acquire the remaining shares and privatise Super Group.
Mr David Teo Kee Bock, Chairman and Managing Director of Super Group, commented “We are excited to have JDE as our majority shareholder moving forward as we continue to build on the legacy we have established.”
Mr Pierre Laubies, CEO of JDE, commented “As part of our global coffee strategy, we are excited to welcome Super Group to JDE and expand our footprint into the strategically important Southeast Asian growth region. The company’s long history of leadership, innovation and quality will fit well within our mission to serve our customers with the iconic brands they love.”
Mr Fabien Simon, CFO of JDE, remarked: “We have long been impressed by the quality and expertise of the team that built this great company under the leadership of Chairman Mr. David Teo Kee Bock. We are particularly excited to continue to develop this amazing business within the global JDE platform.”
About Super Group
Founded in 1987, the Company is a leading pan-Asian integrated instant food and beverage brand owner and manufacturer.
Under its core Branded Consumer segment, the Company and its subsidiaries manufacture and distribute branded consumer products, primarily instant coffee and tea, instant tea mixes and instant cereals, with a portfolio of over 160 instant beverage and food products distributed in over 65 countries under multiple iconic brands such as Super, Essenso, OWL and Nutremill.
Under its complementary Food Ingredients segment, the Company is one of the few companies in the world with raw material selection and manufacturing capabilities in non-dairy creamer, instant soluble coffee powder and cereal flakes.
Super Group currently operates 15 state-of-the-art manufacturing facilities located in China, Malaysia, Myanmar, Singapore, Thailand and Vietnam.
JACOBS DOUWE EGBERTS (JDE)
A global coffee & tea company, serving consumers in more than 100 countries through iconic brands including: Jacobs, Tassimo, Moccona, Senseo, L’OR, Douwe Egberts, Kenco, Pilao & Gevalia. Find out more at www.jacobsdouweegberts.com
The directors of Sapphire and JDE (including any director who may have delegated detailed supervision of this document) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this document are fair and accurate and that no material facts have been omitted therefrom.
The directors of Sapphire and JDE jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the directors of Sapphire and JDE has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this document.
The announcement of the pre-conditional offer is available on www.sgx.com. Investors are advised to read the full text of the announcement.