SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
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)
- Jul 21, 2014
- 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
- 110 E. Rodriguez Avenue, Bagumbayan, Quezon City, Metro Manila Postal Code 1226
- 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 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules
| Subject of the Disclosure |
|---|
URC agreed to acquire, through a wholly-owned offshore subsidiary, a 100% direct shareholding in NZ Snack Food Holdings Limited (NZFHL) from management and funds advised by Pacific Equity Partners (“PEP”). |
| 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 NZ Snack Food Holdings Limited which is the holding company of Griffin’s Foods Limited (“Griffin’s) from management and funds advised by Pacific Equity Partners (“PEP”). The aggregate consideration for the proposed acquisition is approximately NZ$700 million in cash. The consideration payable by URC International will be settled as to NZ$100 million immediately and the balance on completion. The final amount of consideration will be calculated on completion. Completion of the transaction is expected to occur following consent to the transfer of shares granted under the Overseas Investment Act 2005 (New Zealand) and the Overseas Investment Regulations 2005 (New Zealand), or such other date as the parties may agree. URC International will fund the transaction from long-term debt financing and internal 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 |
Jul 18, 2014 |
|---|
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
|---|
Griffin’s is the #1 snack food company in New Zealand and has a growing presence in Australia as well as a strong platform for Asian expansion. Griffin’s has a diverse portfolio of iconic brands with a 150 year heritage and leading shares in New Zealand across biscuits, salty snacks and wrapped snacks categories. Headquartered in Auckland, Griffin’s has two world-class manufacturing facilities producing a variety of snack products supported by a market-leading innovation program. Griffin’s generates approximately NZ$280M in annual net sales. |
| Date | TBA |
|---|
| Manner |
|---|
Acquisition of 100% of the shares in NZ Snack Food Holdings Limited, which is a New Zealand incorporated company. |
| Description of the company to be acquired or sold |
• Griffin’s is the #1 snack food company in New Zealand with the leading market share in biscuits (large portfolio of iconic brands), the #2 in salty snacks (ETA brand) and the leading share in wrapped snacks (with the Nice & Natural brand) |
| Number of shares to be acquired or disposed | - |
|---|---|
| Percentage to the total outstanding shares of the company subject of the transaction | 100 |
| Price per share | TBA |
| Nature and amount of consideration given or received |
|---|
Cash in the aggregate amount of approximately NZ$700 million |
| Principle followed in determining the amount of consideration |
URC conducted an internal due diligence process composed of analysis of the target company on a strategic, operational and finacial basis. Purchase price was determined based on valuation multiples in recent comparable transactions. |
| Terms of payment |
The consideration payable will be settled as to NZ$100 million immediately and the balance on 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 granted under the Overseas Investment Act 2005 (New Zealand) and the Overseas Investment Regulations 2005 (New Zealand) |
| Any other salient terms |
N/A |
| Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
|---|---|---|
| URC International Company Limited | URC International Company Limited is a wholly owned offshore subsidiary of URC |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
|---|
NZ Snack Food Holdings Limited is value accretive to the URC business with approximate Net Sales and EBITDA of NZ$280M and NZ$78M, respectively |
| Other Relevant Information |
Please see attached media release "Universal Robina Corporation (URC) acquires New Zealand's Griffin's Foods Limited for NZ$700m" |
| Name | Rosalinda Rivera |
|---|---|
| Designation | Corporate Secretary |