By Ian Walker
LONDON--Nomad Holdings Ltd. said Monday it is buying Iglo Foods
Holdings Ltd., owner of the Birds Eye and Findus frozen food
brands, for 2.6 billion euros ($2.8 billion) from a company backed
by Permira funds.
The company said the deal constitutes a reverse takeover and its
shares have therefore been suspended from trading. They were
suspended at $11.89. The company plans to apply for its shares to
be listed on the main market of the London Stock Exchange once the
deal has been completed, which is expected in the second quarter of
this year. It will also seek a listing on the New York Stock
Exchange.
Nomad will fund the acquisition through a combination of cash,
equity and a private placing of $750 million at $10.50 for each
ordinary share, together with a portion of Iglo's existing debt, it
said.
The Permira funds and senior management will reinvest a portion
of their proceeds into EUR133.5 million of equity at closing and
are expected to own 9% of Nomad Foods, the company said.
Nomad Holdings floated on the London Stock Exchange in April
2014 at $10 a share, raising $500 million. It was formed by Noam
Gottesman and Martin E. Franklin to make an acquisition.
The company said it plans to pursue strategic and complementary
acquisitions to enhance its consumer offering and deepen its market
leadership. It will change its name to Nomad Foods Ltd. upon
completion of the deal.
Iglo Group is a frozen food company with sales across 12
countries and a specific focus on markets in the U.K., Germany, and
Italy, where the company maintains manufacturing operations.
Upon completion, Nomad's Mr. Gottesman and Mr. Franklin will be
appointed nonexecutive chairmen of Nomad Foods. Iglo Group's
current chief executive, Elio Leoni Sceti, has resigned from his
current role to become the new CEO of beauty-products company
Coty.
Nomad has started the search for a replacement for Mr. Sceti and
expects to appoint a new group CEO soon.
Centerview Partners acted as exclusive financial adviser to
Iglo, while Skadden, Arps, Slate, Meagher & Flom LLP and
Clifford Chance acted as legal advisers. Nomad's financial advisers
were UBS AG and Barclays PLC, with Greenberg Traurig as legal
adviser.
Write to Ian Walker at ian.walker@wsj.com
Access Investor Kit for Barclays Plc
Visit
http://www.companyspotlight.com/partner?cp_code=P479&isin=GB0031348658
Access Investor Kit for London Stock Exchange Group Plc
Visit
http://www.companyspotlight.com/partner?cp_code=P479&isin=GB00B0SWJX34
Access Investor Kit for Barclays Plc
Visit
http://www.companyspotlight.com/partner?cp_code=P479&isin=US06738E2046
Subscribe to WSJ: http://online.wsj.com?mod=djnwires