Nomad Holdings Buys Birds Eye, Findus Owner for $2.8 Billion -- 2nd Update

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 [e-mail]

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