Rotterdam, The Netherlands; 23 December 2015 – The Boards of Den Hartogh Holding B.V. ("Den Hartogh") and InterBulk Group plc ('InterBulk") have reached an agreement on and recommend the intended acquisition by Den Hartogh of the entire issued share capital of InterBulk. Den Hartogh and InterBulk have complementary strengths and geographical footprint. After completion, they will together form a global top 3 logistics provider for the chemical industry.
Den Hartogh will offer shareholders 9 pence for each InterBulk share. This represents a premium to the closing share price on 22 December 2015 of 125 per cent. and a premium of 109 per cent. to the average closing price over the past 12 months. The transaction consideration represents a value of approximately £42.1 million (approximately €57 million) for InterBulk's entire issued share capital. Including the net debt of £53.2 million (approximately €72 million) the total enterprise value amounts to £95.3 million (approximately €129 million). The transaction is to be effected by means of a scheme of arrangement ("Scheme").
Family-owned Den Hartogh, headquartered in Rotterdam, The Netherlands and led by third generation family member Pieter den Hartogh, through this acquisition continues the successful growth path it started in 1920. The company is already a leader in Europe and has in recent years made remarkable strides in expansion into other continents. Joining forces with InterBulk, with its strong global footprint, will enable Den Hartogh to make a step-change and acceleration in its international strategy, in important growth markets such as China and the US.
The InterBulk Board of Directors have recommended the Transaction and that InterBulk Shareholders vote in favour of the resolutions relating to the Scheme at the Meetings (or, in the event that the Transaction is implemented as an Offer, to accept or procure acceptance of the Offer). Scott Cunningham, David Rolph, Jim McColl, Graeme Bissett and Eric van der Werff, the only InterBulk Directors who are also InterBulk shareholders, have irrevocably undertaken to do in respect of their own holdings, which in aggregate represent approximately 3.96 percent of InterBulk's issued share capital.
Den Hartogh has received further irrevocable undertakings to vote in favour of the Scheme from certain shareholders in support of the Scheme in respect of a total of 308,537,500 InterBulk Shares, representing approximately 65.94 per cent. of InterBulk's issued share capital. Den Hartogh has also received a non-binding letter of intent to vote in favour of the Scheme in respect of approximately 6.58 per cent. of InterBulk's issued share capital.
Strong strategic rationale
Following the integration, Den Hartogh will be well-positioned to facilitate customer demand with its worldwide presence and dense European network. The combination will create a stronger, global organization and offer enhanced service portfolio and significant operational benefits to customers. In particular, Den Hartogh should be able to benefit from InterBulk's relationship with Sinotrans, one of China's largest logistics companies.
The new combined company will be able to grow its global position leveraging the competencies of almost 1,600 employees and a combined asset base of approximately 25,800 liquid, gas and dry bulk containers, 550 trucks, 400 road barrels, as well as offices in 23 countries. Employees of both companies will have opportunities for professional growth as part of an ambitious, strong, caring and people-centric company.
Den Hartogh's Group Managing Director Pieter den Hartogh is delighted with this milestone moment in the history of the company that was founded by his grandfather: "We are very proud of our great people that have brought us to where we are today and made this major step possible. And we look forward to welcoming on board soon our new colleagues from InterBulk. Together we will be able to grow our business successfully in the worldwide market, in which scale and global reach are increasingly important success factors."
Commenting on the Transaction, David Rolph, the Chairman of InterBulk, said: "We believe this transaction is good for our shareholders, our employees and our customers. The combined business will have the scale and global reach necessary for long term growth and success. The two groups have a similar culture and this provides a strong platform for successful integration. I wish Pieter den Hartogh and his future team every success in this exciting journey."
The new combination will continue with the brand name Den Hartogh and with its headquarters in Rotterdam, the Netherlands. After closing, there will be limited overlap and an integration team with members of both companies will enter into a careful integration process to ensure the interests of all employees are taken into account. This includes consultation with works councils and unions.
It is expected that the Transaction will be completed during the first quarter of 2016. Further details of the Transaction will be set out in the Scheme Document which will be posted (together with the Forms of Proxy) to InterBulk Shareholders as soon as practicable and in any event within 28 days of the date of this Announcement (unless otherwise agreed with the Panel). An expected timetable of principal events will be included in the Scheme Document.
Deloitte is acting as financial adviser to Den Hartogh. PwC and Westhouse are acting as financial advisers to InterBulk.
This summary press release should be read in conjunction with the full text of the official 2.7 Announcement and its Appendices, as published today on the websites of Den Hartogh and InterBulk.