San Miguel Corp. triggered a mandatory takeover of Singapore-listed Del Monte after its joint venture with Nutri-Asia Inc. bought a 49.8-percent stake in Del Monte for $206.5 million.
In a statement, PricewaterhouseCoopers Finance Pte. Ltd. said NutriAsia now owns and controls an aggregate of 914.36 million shares, representing approximately 84.52 percent of the issued and paid-up capital of DMPL when its takeover offer closed last week.
NutriAsia offered 38.62 cents a share in an offer valued at around $420 million.
The formation of NutriAsia came after a similar takeover bid by the Hong Kong-based First Pacific Ltd. which attempted to buy a majority stake in DMPL. But Macondray, a major shareholder, exercised its right of first refusal and acquired the stake from Cirio. It then sold the shares plus the original holdings to NutriAsia, giving the company a majority stake of 49.8 percent.
DMPL owns the Del Monte brand in the Philippines and holds exclusive rights to produce and distribute food and beverage products under the Del Monte brand in India.
The company also operates one of the world’s largest integrated pineapple production facilities.
Beverages comprise 27 percent of DMPL’s total revenues, with 67 percent coming from processed food and five percent from non-processed food for the year ended December 2004.
The DMPL portfolio includes canned fruits, a variety of tomato-based sauces, fruit salad cream, pasta, condiments, juice drinks and concentrates, and one of the world’s largest and most efficient pineapple plantations. In the Philippines, products are sold under the Del Monte and Today’s brands. DMPL has strong market position in the Philippines with over 85 percent market share in pineapple solids and about 80 percent in mixed fruits and tomato sauce.
Under a joint venture agreement between SMC and NutriAsia, NutriAsia will own 58 percent of the joint venture company, with San Miguel owning the remaining 42 percent.
The joint venture company will take out a loan from a bank consortium composed of Hong Kong Shanghai Banking Corp Ltd., Development Bank of the Philippines, and BDO Capital and Investment Corp., to complete funding of the entire transaction. HSBC acted as adviser to the acquisition financing.
San Miguel has spent $3.6 billion since 2000 by buying companies and its purchases include a $1.5 billion takeover of Australia’s National Foods Ltd. in June.