The Board of Dangote Flour Mills Plc has notified the Nigerian Stock Exchange, its shareholders, and the investing public about the receipt of a binding offer from Ola International Limited to acquire all of Dangote Flour’s outstanding shares that are not currently held by Olam or its subsidiary.
According to the public disclosure which was obtained by Nairametrics, Olam International Limited offered a total of N130, 000,000,000.00 to buy out the entire issued shares of Dangote Flour Mills Plc. The offer is currently being considered by the flour manufacturer’s board of directors.
A part of the statement gave further details about the deal, thus:
“THE TOTAL CONSIDERATION (THE “CONSIDERATION”) OFFERED BY OLAM AND BEING CONSIDERED BY THE BOARD OF DFM FOR THE ENTIRE 5,000,000,000 ISSUED SHARES OF THE COMPANY IS N130, 000,000,000.00 (ONE HUNDRED AND THIRTY BILLION NAIRA ONLY). THE CONSIDERATION REPRESENTS THE ENTERPRISE VALUE ON A DEBT-FREE, CASH-FREE BASIS, PAYABLE IN CASH AT THE CLOSING OF THE PROPOSED TRANSACTION. THIS CONSIDERATION WILL BE ADJUSTED FOR THE NET WORKING CAPITAL AND NET DEBT AS OF 31 MARCH 2019 OR ANY OTHER LATER DATE THAT MAY BE AGREED BY OLAM AND THE BOARD OF DFM TO ARRIVE AT THE FINAL PRICE PAYABLE TO EQUITY SHAREHOLDERS. THE FINAL PRICE TO BE PAID TO THE SHAREHOLDERS OF THE COMPANY WOULD BE ADJUSTED DOWNWARDS TO EXCLUDE SHARES HELD BY OLAM THROUGH ITS SUBSIDIARY.”
Olam’s subsidiary already owns some shares in the company
Crown Flour Mills Limited, which is a subsidiary of Olam International Plc, currently holds a total of 5, 113, 229 units of shares in Dangote Flour Mills Plc.
More Details about the Deal…
How the transaction will be executed: The statement from Dangote Flour Mills Plc further disclosed that the “transaction will be executed through a Scheme of Arrangement, under Section 539 of the Companies & Allied Matters Act Chapter C20 Laws of the Federation of Nigeria 2004”. Other applicable laws, rules/regulations will also be considered.
The offer will also be subject to approvals
Before the deal eventually takes effect, it will also be subject to shareholders’ approval, regulatory approval, as well as a court sanction; specifically the Federal High Court.
Also note that after the conditions of the transaction are met and fully approved by all concerned stakeholders, Dangote Flour Mills Plc will delist from the Nigerian Stock Exchange.
In the meantime, the Board of Dangote Flour Mills Plc reiterated that it will duly review Olam‘s offer in the best interest of the shareholders. The NSE and the investing public will be updated with the latest details as they unfold.
Special Note
Current shareholders of Dangote Flour Mills Plc and the public have been advised to be cautious in the dealings with the company’s shares, going forward.
