Nomad Foods Ltd SC TO-I/A, filed Sep 10, 2020
Nomad Foods Ltd (NOMD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
NOMAD FOODS LIMITED
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Ordinary Shares, no par value
(Title of Class of Securities)
G6564A105
(CUSIP Number of Class of Securities)
Samy Zekhout
Chief Financial Officer
No. 1 New Square
Bedfont Lakes Business Park
Feltham, Middlesex TW14 8HA
+(44) 208 918 3200
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
Flora Perez, Esq.
Laurie L. Green, Esq.
Greenberg Traurig, P.A.
401 East Las Olas Boulevard, Suite 2000
Fort Lauderdale, FL 33301
(954) 765-0500
CALCULATION OF FILING FEE
| Transaction valuation(1) | Amount of filing fee(2) | |
| $500,000,000 | $64,900 | |
| (1) | The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $500,000,000 in aggregate of up to 21,737,130 ordinary shares, no par value, of the Company at the minimum tender offer price of $23.00 per share. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $129.80 per $1,000,000 of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $64,900 | Filing Party: Nomad Foods Limited | |
| Form or Registration No.: Schedule TO | Date Filed: August 11, 2020 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2020, as amended and supplemented by Amendment No. 1 (“Amendment No. 1”) to the Tender Offer Statement on Schedule TO filed with the Commission on September 3, 2020 (as it may be further amended or supplemented from time to time, the “Schedule TO”), related to the offer by Nomad Foods Limited, a company limited by shares and incorporated under the laws of the British Virgin Islands (the “Company”), to purchase for cash up to $500 million of its ordinary shares, no par value (the “shares”), pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $23.00 and not more than $25.50 per share, or (ii) purchase price tenders, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated August 11, 2020 (the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”), a copy of which was attached as Exhibit (a)(1)(B) to the Schedule TO.
Capitalized terms used but not defined in this Amendment No. 2 have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.
This Amendment No. 2 to the Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 2. You should read this Amendment No. 2 together with Amendment No. 1, the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
The Offer to Purchase is hereby amended and supplemented as follows:
| Item 11. | Additional Information |
Item 11 is hereby amended and supplemented by adding the following:
“On September 10, 2020, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 pm, New York City time, on September 9, 2020. A copy of the press release is filed as Exhibit (a)(5)(C) hereto and is incorporated by reference herein.”
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(C) Press release dated September 10, 2020, announcing the preliminary results of the tender offer.
| Exhibit Number |
Description | |
| (a)(1)(A)✓ |
Offer to Purchase, dated August 11, 2020. | |
| (a)(1)(B)✓ |
Letter of Transmittal. | |
| (a)(1)(C)✓ |
Notice of Guaranteed Delivery. | |
| (a)(1)(D)✓ |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 11, 2020. | |
| (a)(1)(E)✓ |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 11, 2020. | |
| (a)(2) |
Not Applicable. | |
| (a)(3) |
Not applicable. | |
| Exhibit Number |
Description | |
| (a)(4) | Not applicable. | |
| (a)(5)(A) | Press release issued August 6, 2020 (incorporated by reference to Exhibit 99.3 to the Form 6-K, furnished on August 6, 2020). | |
| (a)(5)(B)✓ | Press release, issued August 11, 2020, announcing the commencement of the Tender Offer. | |
| (a)(5)(C) ✓✓ | Press release, issued September 10, 2020, announcing the preliminary results of the Tender Offer. | |
| (b) | Not applicable. | |
| (c) | None. | |
| (d)(A)* | Service Agreement, dated May 1, 2020, between Nomad Foods Europe Limited, Stéfan Descheemaeker and Nomad Foods Limited (incorporated by reference to Exhibit 99.1 of the Form 6-K, furnished on May 5, 2020). | |
| (d)(B)* | Service Agreement, dated February 15, 2018, between Nomad Foods Europe Limited, Samy Zekhout and Nomad Foods Limited (incorporated by reference to Exhibit 4.7 of the Form 20-F, filed on March 22, 2018). | |
| (d)(C)* | Nomad Foods Limited Amended and Restated Long-Term 2015 Incentive Plan (incorporated by reference to Exhibit 4.4 of the Form 20-F, filed on February 27, 2020). | |
| (d)(D)* | Nomad Foods Limited Long Term 2015 Incentive Plan Restricted Share Unit Agreement (incorporated by reference to Exhibit 4.5 of the Form 20-F, filed on February 27, 2020). | |
| (d)(E)*✓ | Form of Director Indemnification Agreement. | |
| (d)(F) | Registration Rights Agreement, dated June 1, 2015, among Nomad Holdings Limited, Birds Eye Iglo Limited Partnership Inc, Mariposa Acquisition II, LLC, TOMS Acquisition I LLC, TOMS Capital Investments LLC and funds managed by Pershing Square (incorporated by reference to Exhibit 4.1 of the Form F-1, filed on November 24, 2015). | |
| (d)(G) | Share Sale and Purchase Agreement, dated October 29, 2015, among Liongem Sweden 1 AB, Iglo Foods Group Limited and Nomad Foods Limited (incorporated by reference to Exhibit 2.2 of the Form F-1, filed on November 24, 2015). | |
| (d)(H) | Irrevocable Proxy Agreement, dated January 7, 2019, among Noam Gottesman, Guy Weltsch, Alejandro San Miguel and Anup Patel (incorporated by reference to Exhibit 99.A to the Schedule 13D/A, filed by Noam Gottesman, TOMS Acquisition I LLC, TOMS Capital Investments LLC, Guy Weltsch, Alejandro San Miguel and Anup Patel on January 7, 2019). | |
| (d)(I) | Irrevocable Proxy Agreement, dated January 7, 2019, among Martin E. Franklin, Tasburgh LLC, Powder Horn Hill Partners II, LLC and The Desiree DeStefano Revocable Trust (incorporated by reference to Exhibit 99.B to the Schedule 13D/A, filed by Martin E. Franklin, the Martin E. Franklin Revocable Trust, Mariposa Acquisition II, LLC, Ian G.H. Ashken, Tasburgh, LLC, James E. Lillie, Powder Horn Hill Partners II, LLC, Desiree A. DeStefano and the Desiree A. DeStefano Revocable Trust on January 7, 2019). | |
| (e) | Not applicable. | |
| (f) | Not applicable. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | Management contract or executive compensation plan or arrangement |
✓ Previously filed
✓✓ Filed herewith
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Nomad Foods Limited | ||||||
| Date: September 10, 2020 | By: | /s/ Samy Zekhout | ||||
| Name: Samy Zekhout | ||||||
| Title: Chief Financial Officer | ||||||
Exhibit (a)(5)(C)
Nomad Foods Announces Preliminary Results of Tender Offer
FELTHAM, England—September 10, 2020—Nomad Foods Limited (NYSE: NOMD), announced today the preliminary results of its “modified Dutch auction” tender offer for up to $500 million of its ordinary shares which expired at 5:00 pm, New York City time, on September 9, 2020.
Based on the preliminary count by the depositary for the tender offer, a total of 18,938,159 ordinary shares were validly tendered and not validly withdrawn at or below the price of $25.50 per share, including 7,921,070 shares that were tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, the Company expects to repurchase a total of 18,938,159 ordinary shares through the tender offer at a price of $25.50 per share, for a total cost of $482,923,055, excluding fees and expenses. The total of 18,938,159 shares that the Company expects to accept for repurchase represents approximately 9.6% of the Company’s total outstanding ordinary shares as of September 8, 2020.
The number of shares expected to be purchased in the tender offer and the purchase price per share are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the required two business day period. The final number of shares to be purchased in the tender offer and the final purchase price per share will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly following the completion of the confirmation process. The Company expects to fund the purchase of shares in the tender offer, together with all related fees and expenses, with cash and cash equivalents.
The dealer manager for the tender offer is Credit Suisse Securities (USA) LLC. Georgeson LLC is serving as information agent for the tender offer and Computershare is serving as the depositary for the tender offer.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding the Company’s proposed purchase of shares in the tender offer, the source of funding for those purchases, the amount of shares to be purchased (including the amount of shares tendered through notice of guaranteed delivery) and the purchase price per share. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) the price per share at which the Company ultimately purchases shares in the tender offer and the number of shares purchased, each of which may differ from the preliminary results indicated in this release, including to the extent that shares tendered through notice of guaranteed delivery are not delivered within the required two business day period; (ii) the delivery within the required two business day period of shares tendered through notice of guaranteed delivery; (iii) the Company’s ability to achieve the benefits contemplated by the tender offer; (iv) any adverse impact that the tender offer may have on the Company and the trading market for the Company’s ordinary shares; (v) the impact of the COVID-19 pandemic on the Company’s business, suppliers, co-manufacturers, distributors, transportation or logistics providers, customers, consumers and employees; (vi) tapering or reduction of consumer demand for frozen foods as pandemic-related restrictions are lifted or conditions improve; (vii) the Company’s ability to meet elevated demand; (viii) the success of the Company’s strategic investments and capital allocation strategy (ix) disruptions or inefficiencies in the Company’s operations, supply chain or distribution channels, including as a result of the COVID-19 pandemic, and the Company’s ability to maintain the health and safety of its workforce; (x) the duration, spread and intensity of the pandemic and related government restrictions and other government responses; (xi) the Company’s ability to successfully identify suitable acquisition targets and adequately evaluate the potential performance of such acquisition targets; (xii) the Company’s ability to successfully
implement its strategies (including its M&A strategy) and strategic initiatives and to recognize the anticipated benefits of such strategic initiatives; (xiii) the Company’s ability to accurately predict the performance of its Green Cuisine brand and its impact on the Company’s growth; (xiv) the Company’s ability to effectively compete in its markets, including the ability of Green Cuisine to effectively compete in Continental Europe; (xv) changes in consumer preferences, such as meat substitutes, and the Company’s failure to anticipate and respond to such changes or to successfully develop and renovate products; (xvi) the effects of reputational damage from unsafe or poor quality food products; (xvii) the risk that securities markets will react negatively to actions by the Company; (xviii) the adequacy of the Company’s cash resources to achieve its anticipated growth agenda; (xix) increases in operating costs, including labor costs, and the Company’s ability to manage its cost structure; (xx) fluctuations in the availability of food ingredients and packaging materials that the Company uses in its products; (xxi) the Company’s ability to effectively mitigate factors that negatively impact its supply of raw materials; (xxii) the Company’s ability to protect its brand names and trademarks; (xxiii) uncertainty about the terms of any trade agreement between the UK and the EU associated with Brexit, as well as the potential adverse impact of Brexit on currency exchange rates, global economic conditions and cross-border agreements that affect the Company’s business; (xxiv) loss of the Company’s financial arrangements with respect to receivables factoring; (xxv) the loss of any of the Company’s major customers or a decrease in demand for its products; (xxvi) economic conditions that may affect the Company’s future performance including exchange rate fluctuations; (xxvii) the Company’s ability to successfully interpret and respond to key industry trends and to realize the expected benefits of its responsive actions; (xxviii) the Company’s failure to comply with, and liabilities related to, environmental, health and safety laws and regulations; (xxix) changes in applicable laws or regulations; and (xxx) the other risks and uncertainties disclosed in the Company’s public filings and any other public disclosures by the Company. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Nomad Foods Contacts
Investor Relations Contacts
Taposh Bari, CFA
Nomad Foods Limited
+1-718-290-7950
John Mills
ICR, Partner
+1-646-277-1254
Media Contact
Felipe Ucros
Gladstone Place Partners
+1-212-230-5930
About Nomad Foods
Nomad Foods (NYSE: NOMD) is a leading frozen foods company building a global portfolio of best-in-class food companies and brands within the frozen category and across the broader food sector. The company’s portfolio of iconic brands, which includes Birds Eye, Findus, Iglo, Aunt Bessie’s and Goodfella’s, have been a part of consumers’ meals for generations, standing for great tasting food that is convenient, high quality and nutritious. Nomad Foods is headquartered in the United Kingdom. Additional information may be found at www.nomadfoods.com