6-K
Nomad Foods Ltd (NOMD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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For the month of November 2020
Commission File Number: 001-37669
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Nomad Foods Limited
(Translation of registrant’s name in English)
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No. 1 New Square
Bedfont Lakes Business Park
Feltham, Middlesex TW14 8HA
- (44) 208 918 3200
(Address of Principal Executive Offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Findus Switzerland Acquisition
On November 9, 2020, Nomad Foods Limited (the “Company”) entered into an agreement (the “Agreement”) with Froneri International Ltd. (the “Seller”), pursuant to which CSI - Compagnia Surgelati Italiana SpA (“Purchaser”), an indirect wholly-owned subsidiary of the Company, agreed to acquire Findus Switzerland AG (“Findus Switzerland”) from the Seller, and certain related intellectual property from an affiliate of Nestlé S.A., for approximately €110 million on a debt-free, cash-free basis, subject to certain adjustments (the “Acquisition”). Findus Switzerland is the leading frozen food brand in Switzerland with a portfolio of value-added frozen products across certain categories including fish, vegetables and ready meals. The purchase price is expected to be funded through cash on hand.
The Company has agreed to guarantee the performance of all obligations and liabilities of the Purchaser under the Agreement. The Agreement contains customary warranties from the Company and the Seller as well as customary indemnification rights for transactions of this type. Certain of the indemnification obligations are subject to deductible amounts and caps and other limitations on liability.
The Acquisition is expected to be completed before the end of the first quarter of 2021, subject to certain closing conditions including obtaining any necessary regulatory approvals.
A copy of the press release announcing the Acquisition is furnished herewith as Exhibit 99.1.
Investor Presentation
As previously announced, the Company is scheduled to hold a virtual Investor Day on Tuesday, November 10, 2020. A webcast of the session will be available following the conclusion of the event on the Company’s website at
http://www.nomadfoods.com.
A copy of the investor presentation is furnished as Exhibit 99.2 to this Form 6-K.
This information included in this Form 6-K related to the Acquisition is incorporated by reference into the registration statements on (i) Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044), and (iii) Form F-3 filed with the Commission on June 4, 2018, which was automatically effective upon filing with the Commission (File No. 333-225402).
Exhibits 99.1 and 99.2 are furnished herewith and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOMAD FOODS LIMITED | |
|---|---|
| By: | /s/ Stéfan Descheemaeker |
| Name: | Stéfan Descheemaeker |
| Title: | Chief Executive Officer |
Dated: November 10, 2020
Exhibit Index
| Exhibit<br>Number | Exhibit Title |
|---|---|
| 99.1 | Press Release issued by Nomad Foods Limited on November 9, 2020 relating to the Acquisition. |
| 99.2 | Nomad Foods Limited Investor Presentation. |
Document
Exhibit 99.1
Nomad Foods to Acquire Findus Switzerland
Acquisition unifies the Findus brand and expands Nomad Foods’ reach into an attractive frozen food market
Findus is Switzerland’s leading frozen food brand with a portfolio highly complementary to Nomad Foods
Expected to be immediately accretive to Adjusted EPS with multiple levers for value creation
FELTHAM, England, November 9, 2020 -- Nomad Foods Limited (NYSE: NOMD) announced today that it has entered into an agreement to acquire Findus Switzerland from Froneri International Ltd. and certain intellectual property from an affiliate of Nestlé S.A. for aggregate consideration of approximately €110 million on a debt-free, cash-free basis.
Findus is the leading frozen food brand in Switzerland with a portfolio of value-added frozen products across categories including fish, vegetables and ready meals. The acquisition will expand Nomad Foods’ geographic reach into Switzerland, a new and sizable market, providing a natural extension for our Findus product offering and brand family with an attractive entry point for Green Cuisine. This transaction will unify Nomad Foods’ ownership of the iconic Findus brand across Europe where it currently operates under the Findus brand in Italy, France, Spain, Sweden, Norway, Finland and Denmark.
Commenting on the transaction, Stéfan Descheemaeker, Nomad Foods’ Chief Executive Officer said, “We are thrilled to announce the acquisition of Findus Switzerland, a brand and market which closely complement our existing portfolio. By unifying the Findus brand under Nomad Foods’ ownership and extending our geographic reach into Switzerland, we believe we have multiple levers for long-term value creation. We look forward to welcoming the Findus Switzerland team into our organization.”
Noam Gottesman, Nomad Foods’ Co-Chairman and Founder, commented, “The acquisition of Findus Switzerland reinforces our strategy of growing through a combination of organic growth and complementary, accretive M&A. We have long admired this business, and we are excited to build on its success by leveraging the resources, capabilities and scale of our organization.”
Nomad Foods anticipates multiple sources of value creation including the opportunity to realize commercial and procurement synergies. The transaction is expected to be immediately accretive to Adjusted EPS.
The purchase price is expected to be funded through cash on hand, and the transaction is expected to be completed in the beginning of 2021.
Goldman Sachs International acted as financial advisor and Norton Rose Fulbright and Lenz & Staehelin are acting as legal advisors to Nomad Foods on the transaction.
About Nomad Foods Limited
Nomad Foods (NYSE: NOMD) is Europe’s leading frozen foods company. 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.
FTL 111587399v2
Exhibit 99.1
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: (i) the Company’s ability to expand its geographic reach and extend its product offering and brand family; (ii) the success of the Company’s strategic initiatives and growth strategy, including the impact of the acquisition on long-term value creation, (iii) the future operating and financial performance of the Company, including the expected financial benefits of the acquisition and its immediate accretion on earnings per share; (iv) synergies from unifying the Findus brand with the Company’s existing brands; (v) the funding of the acquisition through cash on hand and (vi) the timing of the closing of the acquisition. 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 conditions to closing are not met and the closing of the acquisition is delayed or never occurs; (ii) the operating and financial performance of the Company following the acquisition is worse than anticipated; (iii) the Company is not able to achieve the planned synergies; (iv) economic conditions, competition and other risks that may affect the Company’s future performance; and (v) 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.
Contact Details
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
SOURCE Nomad Foods Limited
RELATED LINKS
http://www.nomadfoods.com
FTL 111587399v2
nomadfoodsinvestorpresen
This Presentation has been prepared and issued by Nomad Foods Limited (the protect its brand names and trademarks, (xix) uncertainty about the terms of any trade “Company”). This Presentation has been provided solely for information and background. regarding the Company’s productivity program, including the four key pillars, and the agreement between the UK and the EU associated with Brexit, as well as the potential The information in this Presentation is provided as at the date of the Presentation (unless anticipated cost savings the Company expects to receive from such program, (xviii) adverse impact of Brexit on currency exchange rates, global economic conditions and stated otherwise). This Presentation does not constitute or form part of, and should not be beliefs regarding the Company’s supply chain and the critical role it is expected to play cross-border agreements that affect the Company’s business, (xx) loss of the Company’s construed as: (i) an offer, solicitation or invitation to subscribe for, sell or issue, underwrite in ensuring that growth comes with the right margins, (xix) expectations regarding the Company’s major customers or a decrease in demand for its products, (xxii) economic communication, form the basis of, or be relied upon in connection with, or act as any expectations regarding the Company’s commitment to driving top-quartile TSR versus conditions that may affect the Company’s future performance including exchange inducement to enter into any contract or commitment whatsoever with respect to such its peers, and (xxi) expectations regarding the Company’s M&A strategy. The forward- looking statements in this Presentation speak only as of the date hereof and are based upon various assumptions, many of which are based, in turn, upon further assumptions. the Company’s ability to achieve and sustain organic growth and a higher level of Certain statements and matters discussed in this Presentation may constitute forward- Although the Company believes that these assumptions were reasonable when made, looking statements. Forward-looking statements are statements that are not historical (xxv) the Company’s failure to comply with, and liabilities related to, environmental, “estimate”, “expect”, “intend”, “may”, “should”, “strategy”, “will” and words of similar to predict and are beyond its control. health and safety laws and regulations, (xxv) the Company’s ability to successfully meaning, including all matters that are not historical facts. This Presentation includes These statements are not guarantees of future performance and are subject to known applicable laws or regulations, and (xxvii) the other risks and uncertainties disclosed in forward-looking statements about the Company’s: (i) expectations regarding the and unknown risks, uncertainties and other factors that could cause actual results to acquisition of Findus Switzerland, including the anticipated purchase price, timing for differ materially from those expressed or implied by such forward-looking statements, other public disclosures by the Company. closing, and the ability of such acquisition to extend the Company’s footprint into including: (i) the Company’s ability to successfully complete the acquisition of Findus Western Europe and to unify the Findus brand, (ii) expectations regarding the Company’s Switzerland on the anticipated terms within the expected time frame, and its ability Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Other than in accordance with its legal COVID-19 pandemic on the Company’s business, suppliers, co-manufacturers, distributors, or regulatory obligations, the Company is not under any obligation and the Company transportation or logistics providers, customers, consumers and employees; tapering or the opportunities that would be created thereby, including the ability to pursue the reduction of consumer demand for frozen foods as pandemic-related restrictions are or revise any forward looking statements, whether as a result of new information, future Company’s M&A strategy and repurchase shares, and the Company’s expectations lifted or conditions improve, and the success of the Company’s strategic investments to events or otherwise. This Presentation shall not, under any circumstances, create any regarding initiating a dividend under certain circumstances, (iv) expectations regarding implication that there has been no change in the business or affairs of the Company the Company’s operations, supply chain or distribution channels, including as a result since the date of this Presentation or that the information contained herein is correct Company’s 2020 guidance, 2021 preliminary view and long-term targets with respect of the COVID-19 pandemic, and the Company’s ability to maintain the health and as at any time subsequent to its date. No statement in this Presentation is intended as a to organic revenue growth, Adjusted EBITDA growth and Adjusted EPS in 2020, 2021 and safety of its workforce, (iv) the duration, spread and intensity of the pandemic and 2025, (v) belief that the Company is well positioned to sustain strong organic revenue related government restrictions and other government responses, including the impact generally been obtained from industry publications and surveys or studies conducted growth and the anticipated core drivers of such growth, (vi) expectation to achieve of a potential second wave of the pandemic, (v) the Company’s ability to successfully by third-party sources. There are limitations with respect to the availability, accuracy, €2.30 in Adjusted EPS by 2025, (vii) expectations regarding the Company’s 2025 long term completeness and comparability of such data. The Company has not independently of such strategic initiatives, (vi) the commercial success of the Green Cuisine brand of Adjusted Free Cash Flow and expectations regarding the long-term target building products, including as a result of its expansion into Western Europe, and other innovations not under any obligation to update, complete, revise or keep current the information blocks to achieve such targets, (viii) expectations that plant protein will represent at introduced to the markets and the Company’s ability to accurately forecast the brand’s contained in this Presentation. Certain statements in this document regarding the market least 5% of revenues within the next few years and expectations to reboot the “Captain” performance in light of COVID-19, (vii) the Company’s ability to retain new consumers and competitive position data are based on the internal analyses of the Company, icon in 2021, (ix) anticipated goal to retain 25-30% of new COVID users in 2021, (x) through increased advertising and promotional investments, (viii) the Company’s ability which involves certain assumptions and estimates. These internal analyses have not expectations regarding the Company’s Space & Place initiative to drive improved and to effectively compete in its markets, including the ability of Green Cuisine to effectively increased distribution of products with core retail partners, (xi) belief that the Company compete in continental Europe, (ix) changes in consumer preferences, such as meat assumptions or estimates are accurate. This Presentation includes certain additional key has the right to win in countries outside of its core, including with plant protein and substitutes, and the Company’s failure to anticipate and respond to such changes or expectations regarding the Company’s vegetables innovations, including their ability to to successfully develop and renovate products, (x) the effects of reputational damage not limited to, organic revenue growth, Adjusted EBITDA, Adjusted earnings per share modernize the category and drive consumption, including by use of new technology, from unsafe or poor quality food products, (xi) the Company’s ability to successfully and Adjusted Free Cash Flow, Net Debt to Adjusted Pro Forma EBITDA. Nomad Foods (xii) expectations regarding the Green Cuisine brand, including that Green Cuisine will execute its acquisition plans, including its ability to identify suitable acquisition targets and achieve approximately €30 million revenue in 2020 and €100 million plus in revenue successfully complete acquisitions, (xii) the adequacy of the Company’s cash resources by 2022, as well as the expected impact of Green Cuisine on overall organic revenue growth, (xiii) intention to introduce Green Cuisine to the French market, expectations for under favorable terms, (xiv) increases in operating costs, including labor costs, and the be different from the calculations used by other companies and comparability may the brand’s performance and other plans and strategies for French and other regions, (xiv) expectations regarding the Company’s 360 degrees approach, (xv) expectations food ingredients and packaging materials that the Company uses in its products, (xvi) an alternative or substitute for the Company’s reported results. For a reconciliation of regarding extending the Company’s pipeline across a number of breakthrough growth the Company’s ability to effectively mitigate factors that negatively impact its supply of platforms, (xv) belief that the Company has a competitively advantaged portfolio and raw materials, (xvii) the Company’s ability to successfully implement, and engage other to the Appendix to this Presentation. is aligned to help drive a more sustainable food system for a better future, (xvi) intention stakeholders in implementing, its sustainability program, (xviii) the Company’s ability to
Head of Investor Relations Chief Executive Officer Chief Commercial Officer Managing Director Northern Europe Managing Director Southern Europe Managing Director Western Europe Chief Supply Chain Officer Chief Financial Officer
