Kerry Group announces that it has entered into an agreement with Kerry Co-Operative Creameries to sell Kerry Dairy Holdings (Ireland) to the Co-Op for a total expected consideration of €500 million1. Kerry Dairy Ireland is fully owned by Kerry.
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 which can be found in chilled cabinets across retailers in the UK and Ireland. It also comprises the Dairy Ingredients business, which is a leading provider of Irish dairy ingredients including functional dairy proteins, nutritional dairy bases and cheese systems, along with the provision of related agribusiness products and services.
Pursuant to the Share Exchange Steps (as described below), the Co-Op members will become direct owners of Kerry shares equivalent to 85% of the Co-Op’s current shareholding. The remaining 15% of the Co-Op’s shareholding in Kerry will be redeemed as part of the consideration for the Disposal, following which 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 are referred to in this announcement as the “Proposed Transaction”.
Under the Proposed Transaction, the Co-Op will initially acquire a 70%2 interest in Kerry Dairy Ireland (the “Phase 1 Transaction”), while Kerry will retain a 30% interest. The parties have further agreed to certain call-put option arrangements which will transfer the remaining 30% in Kerry Dairy Ireland to the Co-Op in the forthcoming years (the “Phase 2 Transaction”).
1 Subject to certain adjustment mechanisms described below.
2 Subject to potential adjustment according to agreed mechanisms applicable in certain scenarios.