Olam to receive all-cash offer from Breedens Investments

Offer price at S$2.23 per share.

Breedens Investments Pte. Ltd. (Breedens) has announced that it intends to make an all-cash Voluntary Conditional General Offer (“Offer”) for all shares in Olam International Limited (Olam).

Breedens, an indirect wholly owned subsidiary of Singapore investment company Temasek Holdings (Private) Limited, also intends to make an offer for the outstanding convertible bonds and outstanding warrants issued by Olam.

Breedens leads a consortium which includes Aranda Investments Pte. Ltd. (Aranda), Olam founding family shareholders and 10 members of the Olam executive committee, including Olam CEO Sunny Verghese. Breedens and Aranda together hold the largest stake of 24.6% in Olam, followed by Olam founding family shareholders with the second largest stake of 20.2%. Together, the consortium owns a combined majority stake of 52.5% in Olam.

The Offer price of S$2.23 per share represents: a price which exceeds the highest transacted price in the 52 weeks preceding the Offer Announcement; a premium of 11.8% over the last traded price on the last full trading day immediately preceding the Offer Announcement; and 24.2%, 32.4% and 39.5% over the one-month, three-month and six-month VWAP respectively, preceding the Offer Announcement.

With the Offer, minority shareholders will have the flexibility to tender all, part or none of their Olam shares in acceptance of the Offer. By tendering part of their shares, minority shareholders can create a balance between monetisation and continued participation in Olam’s potential growth over the long term.

Through this Offer, Breedens wishes to provide Olam with a stronger long term shareholder base to support Olam’s strategy and growth plans over the medium to long term.

Mr David Heng, Director of Breedens, said, “Members of our consortium are all long term shareholders of Olam. We have invested in Olam over the years, and share a common investment philosophy to invest and build for the long term.” He added, “We believe a successful offer will provide Olam with a stronger and more stable shareholder base to support Olam’s strategy and business model for the long term.”

He further noted, “We prefer to keep Olam as a listed company, which will continue to be guided by its board and management team. However, we will reassess our position if the minimum public float requirements are not met at the close of the Offer.”

Olam founding family shareholders and Key Management are acting in concert with Breedens for this Offer.

The Olam founding family shareholders and Key Management have agreed not to dispose of their stakes without Breedens’ consent during the Offer period and six months thereafter. They have also given Breedens a pre-emption right to purchase their shares, subject to certain limited exceptions as specified in the consortium agreement. Olam founding family shareholders and three members of Key Management have agreed to tender a 5.6% shareholding interest in Olam in acceptance of the Offer.