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)
- Aug 2, 2021
- 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 Manila Postal Code 1110
- 8. Issuer's telephone number, including area code
- (632) 8633-7631 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 2,204,161,868 - 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 |
|---|
Sale by URC Oceania of its remaining shares in its consolidated business in Australia and New Zealand |
| Background/Description of the Disclosure |
On 29 July 2021, URC Oceania Company Limited (URC Oceania), a wholly-owned subsidiary of Universal Robina Corporation (URC), signed an agreement to sell its remaining shares in its consolidated business in Australia and New Zealand to its existing joint venture partner Intersnack Group. |
| Date of Approval by Board of Directors |
N/A |
|---|
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
|---|
The acquisitions of Griffin’s Foods (Griffin’s) and Snack Brands Australia (SBA) were URC’s biggest forays outside of Asia. Over the past 7 years, the company has invested in delivering significant operational improvements in manufacturing, supply chain and other value creation programs. Through this sale, URC shall be able to monetize the efficiencies and synergies created in these markets, while the company continues to focus on other growth segments and geographies across developing markets. |
| Date | TBA |
|---|
| Manner |
|---|
Sale of shares of Uni Snack Holding Company Ltd. (Uni Snack), URC Oceania’s consolidated businesses in ANZ |
| Description of the company to be acquired or sold |
URC Oceania's consolidated businesses in Australia and New Zealand, under Uni Snack, includes Snack Brands Australia (SBA), one of Australia’s leading salty snack manufacturers with a wide portfolio of strong local brands including Kettle, Thins, Cheezels, CC’s, Natural Chips, Jumpy’s, and Samboy; and Griffin‘s Foods (Griffin’s), New Zealand’s largest biscuit manufacturer with a wide portfolio of strong iconic brands including Griffin’s, Huntley & Palmers, Gingernuts, Nice & Natural, Eta, and Uppercuts. URC acquired SBA and Griffin’s in 2016 and 2014 respectively. |
| Number of shares to be acquired or disposed | 258,000 |
|---|---|
| Percentage to the total outstanding shares of the company subject of the transaction | 60 |
| Price per share | To be determined upon receipt of approvals |
| Nature and amount of consideration given or received |
|---|
URC expects to receive from Intersnack net cash proceeds of approximately US$476M for the sale of shares representing the balance 60% of Uni Snack. In addition, Intersnack shall be absorbing approximately US$600M in debt and US$80M in lease obligations currently incorporated in URC’s consolidated balance sheet. |
| Principle followed in determining the amount of consideration |
In determining the amount of consideration, two (2) methods were utilized: (i) Discounted Cash Flow with terminal value using the Gordon Growth method, (ii) Enterprise Value / EBITDA multiples. |
| Terms of payment |
The consideration shall be paid upon satisfaction of the conditions precedent. |
| Conditions precedent to closing of the transaction, if any |
1. Completion of procedural requirements and submission by the sellers of certain documents to URC Oceania as part of the due diligence examination; and |
| Any other salient terms |
URC expects to book a gain from this transaction which will be recognized upon closing. |
| Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
|---|---|---|
| Intersnack Group | Existing Joint Venture Partner in Oceania |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
|---|
As a result of the transaction, URC shall be able to monetize the efficiencies and synergies created as it exits the market and continues to focus on other growth segments and geographies across developing markets. |
| Other Relevant Information |
Intersnack is one of the leading manufacturers of savoury snacks in Europe, with more than 50 years of experience. The Group has experienced strong growth, both organically and through several successful acquisitions. It achieved a turnover of more than €2.9bn [$3.5bn] in 2020, employing more than 13.000 people globally. The Group pursues a multi local business model, offering a broad portfolio of more than twenty local and international brands and covering all snack categories. |
| Name | Maria Celia Fernandez-Estavillo |
|---|---|
| Designation | Corporate Secretary |