Can-One accepts takeover offer for F&B Nutrition

KUALA LUMPUR: Can-One Bhd’s board has accepted the takeover offer for its indirectly 100% owned unit F&B Nutrition Sdn Bhd from Asia Dairy Creations Sdn Bhd (ADCSB) that values the latter at between RM800mil and RM1bil.

The can maker said in a Bursa Malaysia announcement that it has deliberated on the offer and has decided to accept it.

“The offer will be subject to a definitive agreement and other ancillary agreements being entered into between Can-One and ADCSB within 30 days from the date of acceptance of the offer, with an automatic extension for a further period of 30 days, or such further extension of time as the parties may mutually agree,” it said.

This was based on the terms and subject to the conditions as set out in the term sheet, it said. The offer entails the acquisition by ADCSB of the entire issued share capital of F&B Nutrition from Can-One at an indicative acquisition price of up to RM1bil.

Can-One said that the final amount that will finally be paid will be an amount equal to the normalised and recurring earnings before interests, tax and depreciation and amortisation of F&B Nutrition for the financial year ending Dec 31, 2019 multiplied by 10.5.

This amount will then be netted off the net debt of F&B Nutrition which will be further defined in the definitive agreements, subject to a maximum price of RM1bil and a floor price of RM800mil, it said.

ADCSB has to also complete a satisfied due diligence review on F&B Nutrition, on the scope that will be agreed to by the parties.

Another condition is that there will need to be confirmation of the financing for the consideration amount on terms that are acceptable to ADCSB.

There will also need to be an approval of the shareholders of Can-One at an extraordinary general meeting that will be convened once the offer is finalised.

F&B Nutrition makes dairy and non-dairy products and is an original equipment manufacturer of sweetened creamer and evaporated creamer. Can-One owns 20% of F&B Nutrition while the remaining 80% is held indirectly through Amber Alliance Sdn Bhd, which is a unit of Can-One.

ADCSB is a special purpose vehicle managed by Southern Capital Southern Capitalite said on its website that it is a private equity firm that focuses on control buyouts of high-growth middle market businesses in South-East Asia.