18 de October de 2012

Deoleo and Hojiblanca partner

Deoleo and Hojiblanca are partnering to consolidate the world leadership of Spanish olive oil

  • Deoleo is purchasing the brand and the Antequera factory from the Hojiblanca Sociedad Cooperativa Andaluza, the world’s leading virgin olive oil producer, and lets Hojiblanca SCA join its capital with a 9.63% share..
  • The board also approved a buy-back offer of preference shares by exchanging them with stock.
  • Likewise, the new board members of Banco Mare Nostrum S.A. were appointed, represented by Antonio Jara Andreu to replace Marcos Contreras Manrique, and Antonio Pulido Gutiérrez as the new representative of Corporación Empresarial Cajasol S.A.U.

Madrid, October 18, 2012.- In its session today, the Board of Directors (CAMBIA TODAS LAS MENCIONES) of Deoleo has approved the entry of Hojiblanca SCA into its capital. Hojiblanca SCA is the leading producer of virgin olive oil worldwide. The Board has also approved a buy-back offer of preference shares with the simultaneous purchase of stock.

First, Deoleo S.A. and Hojiblanca SCA have reached an agreement which stipulates that Deoleo will purchase the Hojiblanca brand and the cooperative’s industrial plant in Antequera (Málaga). The payment for that purchase will be leveraged with new Deoleo shares through an expansion of non-monetary capital issued at a face value of 0.50 euros.

As a result, Hojiblanca will have a 9.63% share in Deoleo’s capital stock, thus becoming its benchmark industrial partner

La asociación de Deoleo, primer envasador mundial de aceite de oliva, y de Hojiblanca, primer productor de aceites vírgenes, constituye una operación que tiene como objetivo afianzar el liderazgo oleícola español en el mundo con un proyecto sólido y de largo plazo. Deoleo refuerza su cartera de marcas líderes, lo que le permitirá seguir potenciando su estrategia marquista y de calidad en los numerosos mercados en los que opera.

The association between Deoleo, the world’s leading olive oil bottler, and Hojiblanca, the leading virgin olive oil producer, is a transaction whose goal is to consolidate Spain’s leadership in the world oil market with a solid, long-term project. Deoleo is reinforcing its portfolio of leading brands, which will enable it to continue to promote its brand- and quality-based strategy in the numerous markets in which it operates.

The agreement between Deoleo and Hojiblanca, approved today by the group’s Board of Directors and by the cooperative’s Steering Board, must soon be ratified by Deoleo’s Extraordinary General Shareholders Board meeting and the General Assembly of the members of the Hojiblanca cooperative.Hojiblanca has 96 partners in its oil section and encompasses more than 55,000 family-owned olive cultivators. It is the world’s leading producer of virgin olive oil and the second leading producer of table olives.

In turn, Deoleo is the world leader in the commercialisation of bottled olive oil with a 22% market share thanks to the positioning of its Spanish brands Carbonell and Koipe, along with its Italian brands Bertolli, Carapelli and Sasso, which are leaders in the most important markets in Europe, the Americas, Asia and Oceania. In 2011, Deoleo’s turnover was 961 million euros.

Buy-back of preference shares

Likewise, Deoleo’s Board of Directors agreed to submit to the General Shareholders meeting a buy-back offer of the 1,312 preference shares issued by the subsidiary Deoleo Preferentes SAU that did not participate in the exchange in December 2010. This means that the company will offer the preference shareholders who are interested in it the possibility of purchasing their shares and turning them into stock in the group. To do this, it will undertake a capital expansion excluding pre-emptive subscription rights. For the preference shareholders, this exchange entails attaining total liquidity for their investment.

The precise conditions of the transaction will be established once the relevant paperwork has been completed; however, there are plans to include in the price of the offer a premium equivalent to the calculation of the noncumulative remuneration from the June 2012 date of payment until the date of the Board meeting which may approve the offer.

It is estimated that the amount of the offer is around 70% of the face value of each preference share; however, the exact value shall be determined by the board once the experts intervening in the valuation have concluded their job.
To Deoleo, the buy-back of preference shares entails a reduction in its leverage and an increase in its own funds. It should be noted that given the fact that the exchange is a voluntary transaction for the preference shareholders, it is still planned even if the purchase of the capital expansion is incomplete.

Renta4 is advising the Board of Directors on the valuation of the preference shares. As of today, the range of value determined by this expert group is situated at between 53.5% and 44.2% of the face value of the preference shares.

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