CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Aug 17, 2016
2. SEC Identification Number
9170
3. BIR Tax Identification No.
040-000-400-016
4. Exact name of issuer as specified in its charter
UNIVERSAL ROBINA CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8th Floor, Tera Tower, Bridgetowne, E. Rodriguez, Jr. Avenue (C5 Road), Ugong Norte, Quezon City, Metro ManilaPostal Code1110
8. Issuer's telephone number, including area code
(632) 633-7631 to 40
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common shares
2,181,501,933
11. Indicate the item numbers reported herein
9
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Universal Robina CorporationURC
PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
Universal Robina Corporation (“URC”) agreed to acquire, through a wholly-owned offshore subsidiary, a 100% direct shareholding in Consolidated Snacks Pty Ltd (“CSPL”) from Toccata Securities Pty Ltd and Hopkins Securities Pty Ltd.
Background/Description of the Disclosure
Universal Robina Corporation (“URC”) today announced that URC International Company Limited (“URC International”), a wholly-owned offshore subsidiary of URC, will acquire 100% of CSPL which owns the brand Snack Brands Australia (“SBA”) from Toccata Securities Pty Ltd and Hopkins Securities Pty Ltd. The aggregate consideration for the proposed acquisition is approximately A$600 million. The final amount of consideration will be calculated on completion. The completion of the transaction is expected to occur following consent and approval by the Australian Foreign Investment Review Board (“FIRB”), or such other date as the parties may agree. URC International will fund the transaction from long-term debt financing and other sources. URC will provide further updates on the final acquisition, consideration, timing of closing and funding sources when they are finalized.
Date of Approval by Board of Directors
Aug 16, 2016
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
Subject to approval by Australian Foreign Investment Review Board
Date of Approval by Relevant Regulatory Agency
TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
CSPL, which uses the brand name Snack Brands Australia (“SBA”), is one of the country’s leading snackfoods company. SBA is the second largest player in salty snacks with a total market share of close to 30% and has a wide portfolio of chips including iconic brands like Kettles, Thins, CC’s and Cheezels. CSPL is also a preferred private label supplier and partner of the major Australian retailers. With continuous efforts of innovation, customer focus and operational efficiency, SBA has grown topline at a compounded annual growth rate of 7.4% in the past 4 years while EBITDA has grown 32.6% over the same time frame.
URC plans to create a wider footprint in the Oceania region with SBA providing a solid anchor in the highly competitive Australian fast moving consumer goods (FMCG) and retailing market but more importantly is completely synergistic with URC and Griffin’s, New Zealand's number one snackfoods company which was acquired by URC in November 2014.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
1) Share sale and purchase for A$600 million; 2) Completion upon approval by Australian Foreign Investment Review Board (FIRB)
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
URC International Company Limited
Holding Company
URC International Company Limited is a wholly owned offshore subsidiary of URC
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
The aggregate consideration is approximately A$600 million.
Basis upon which the amount of consideration or value of the transaction was determined
URC conducted an internal due diligence process and commissioned third party advisers to analyse the target company on a strategic, operational, legal and financial basis.
Purchase price was determined based on valuation multiples in recent comparable transactions.
The number of shares to be acquired
90,000,000
Ratio/percentage to total outstanding capital stock
100
Terms of payment
The consideration amounting to approximately A$600 million will be paid upon completion. The final amount of consideration will be calculated on completion.
Conditions precedent to closing of the transaction, if any
Consent to the transfer of shares by the Australian Foreign Investment Review Board (FIRB) and fulfilment of customary closing conditions.
Description of the company subject of the transaction
Nature and business
CSPL is the second largest player in Australian salty snacks with a total market share of close to 30% and has a wide portfolio of chips including iconic brands like Kettles, Thins, CC’s and Cheezels. CSPL is also a preferred private label supplier and partner of the major Australian retailers. With continuous efforts of innovation, customer focus and operational efficiency, SBA has grown topline at a compounded annual growth rate of 7.4% in the past 4 years while EBITDA has grown 32.6% over the same time frame.
Discussion of major projects and investments
CSPL operates two manufacturing facilities in Sydney which are located in Smithfield and Blacktown. SBA has invested significantly in automation and manufacturing capacity.
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
CSPL is value accretive to the URC business with fiscal year 2017 budgeted net sales and EBITDA of A$303 million and A$58.5 million, respectively.
Other Relevant Information
The Board of Directors of URC International approved the transaction on August 16, 2016.
URC will provide further updates on the final acquisition, consideration, timing of closing and funding sources when they are finalized.
Please find attached the following documents: 1. Press Release entitled "URC to Acquire Consolidated Snackfoods Pty Ltd ("Snackbrands") Australia's second largest salty snacks company for AUD 600M" 2. a copy of the Annual Report of CSPL for the year ended 27 June 2015
Universal Robina CorporationURC