MIG HOLDINGS S.A.
Disposal of Vivartia's Bakery and Confectionery division - Completion of restructuring of current investments - Focus on pursuing new investment opportunities .
- Disposal of Vivartia's Bakery and Confectionery division for €730m to a consortium of investors led by the Olayan Group and Spyros Theodoropoulos
- Completion of restructuring of current investments
- Focus on pursuing new investment opportunities
ATHENS - Marfin Investment Group (MIG) announced today its agreement to dispose of 100% of Vivartia's Bakery and Confectionery business, which will be spun-off to form a new company under the name of Chipita, to a consortium of investors led by the Olayan Group and Spyros Theodoropoulos, the current CEO of Vivartia, for a total consideration of €730m, of which €327m is debt that will be assumed by the new company. The consideration implies a 12.6x 2009 EV/EBITDA multiple for the transaction, representing a significant premium to current market trading levels as well as comparable transaction multiples.
The transaction is expected to be completed by July 2010, following conclusion of the legal separation of the Bakery and Confectionery division from the rest of Vivartia's businesses.
Furthermore, for a period of 4 years, MIG and Vivartia retain the option to acquire back up to 30% of Chipita at the disposal price increased by 10% in the first year and by 5% for each subsequent year. In addition, for a period of 5 years, MIG and Vivartia will retain a 30% profit sharing upside resulting from any potential disposal of Nonni's, the US subsidiary of the Bakery and Confectionery business.
This transaction represents a significant positive impact on both Vivartia's and MIG's balance sheets. Following completion of the transaction, Vivartia's net debt will be decreased from €891m at the end of 2009 to €293m, representing a reduction of €598m. €327m of this debt will be assumed by Chipita, while the remaining deleveraging will be accomplished through utilisation of the transaction proceeds significantly reducing the company's and the group's exposure to risk during this difficult and turbulent period for the Greek economy and the markets in general. In addition, Vivartia will retain substantial liquidity to be used for further growth of its remaining operations. Finally, it is estimated that the transaction will generate yearly interest expense savings of at least €25m, significantly strengthening both Vivartia's and MIG's profitability going forward.
In the new Board of Directors of Vivartia, which has been promptly restructured, Andreas Vgenopoulos has become the company's Chairman and Dennis Malamatinas has assumed the position of Chief Executive Officer while Spyros Theodoropoulos remains on the board as a non-executive member.
Commenting on the announcement, Dennis Malamatinas, MIG's CEO, stated, "We believe that this transaction provides Vivartia with the opportunity to significantly deleverage its operations during difficult economic times, while enabling MIG to complete a significant disposal at very attractive valuations despite the current state of the economy and markets. This transaction will enhance our liquidity and reduce our exposure to economic risks, while allowing MIG to retain profit upside in Chipita for the short and medium-term future. This transaction marks the completion of our planned strategic initiatives in relation to our existing portfolio companies and based on our strong capital structure and our enhanced liquidity position we can now focus on pursuing new investment opportunities taking into account the current risks and dangers facing the Greek economy."
Mr. Spyros Theodoropoulos made the following statement: "I would like to thank MIG and personally its Chairman Mr. Andreas Vgenopoulos for the excellent cooperation we have had to date. The agreement we have reached leaves Vivartia, the largest food company in Greece, in a leading position with a robust capital structure, limited liabilities and the solid ability to pursue the investment opportunities that are emerging. I am certain that the paths of MIG and myself will cross again in the near future either through shareholding relationships or otherwise."
Investor Relations: +30 210 350 4000, +44 207 054 9280
About MIG: Marfin Investment Group Holdings S.A. is an international investment holding company based in Greece and throughout Southeastern Europe. The Company believes it is uniquely positioned to take advantage of an expanding array of investment opportunities in this region; opportunities in which traditional private equity funds and investment vehicles lacking MIG's regional focus, scale, expertise, and/or its investment flexibility and financial resources, may find difficult to identify and exploit. MIG is quoted on the Athens stock exchange and has a portfolio of leading companies in mainly defensive sectors across the SEE region, grouped into Food & Dairy, Transportation, Healthcare, Financial Institutions, IT/Telecoms, and Private Equity sectors. Included amongst its portfolio and subsidiary companies is Vivartia, a leading food and food retail business in the region; Attica Group, a leading passenger ferry operator; Olympic Air, Greece's national flag carrier; the Hygeia Group of hospitals, a leading private hospital group in Greece, Cyprus, Turkey, and Albania; Marfin Popular Bank; SingularLogic, the leading IT operator in Greece; and Robne Kuce Beograd, the largest chain of department stores in Serbia. As a truly diversified group, MIG has a global presence - with over 35% of its sales outside Greece, a presence in 40 countries, and more than 22 business segments overall. MIG employs over 56,000 employees and associates. The company has been listed on the Athens Stock Exchange since July 2007, when it raised €5.2bn in the largest rights issue by an investment company in global history at the time.
- Completion of restructuring of current investments
- Focus on pursuing new investment opportunities
ATHENS - Marfin Investment Group (MIG) announced today its agreement to dispose of 100% of Vivartia's Bakery and Confectionery business, which will be spun-off to form a new company under the name of Chipita, to a consortium of investors led by the Olayan Group and Spyros Theodoropoulos, the current CEO of Vivartia, for a total consideration of €730m, of which €327m is debt that will be assumed by the new company. The consideration implies a 12.6x 2009 EV/EBITDA multiple for the transaction, representing a significant premium to current market trading levels as well as comparable transaction multiples.
The transaction is expected to be completed by July 2010, following conclusion of the legal separation of the Bakery and Confectionery division from the rest of Vivartia's businesses.
Furthermore, for a period of 4 years, MIG and Vivartia retain the option to acquire back up to 30% of Chipita at the disposal price increased by 10% in the first year and by 5% for each subsequent year. In addition, for a period of 5 years, MIG and Vivartia will retain a 30% profit sharing upside resulting from any potential disposal of Nonni's, the US subsidiary of the Bakery and Confectionery business.
This transaction represents a significant positive impact on both Vivartia's and MIG's balance sheets. Following completion of the transaction, Vivartia's net debt will be decreased from €891m at the end of 2009 to €293m, representing a reduction of €598m. €327m of this debt will be assumed by Chipita, while the remaining deleveraging will be accomplished through utilisation of the transaction proceeds significantly reducing the company's and the group's exposure to risk during this difficult and turbulent period for the Greek economy and the markets in general. In addition, Vivartia will retain substantial liquidity to be used for further growth of its remaining operations. Finally, it is estimated that the transaction will generate yearly interest expense savings of at least €25m, significantly strengthening both Vivartia's and MIG's profitability going forward.
In the new Board of Directors of Vivartia, which has been promptly restructured, Andreas Vgenopoulos has become the company's Chairman and Dennis Malamatinas has assumed the position of Chief Executive Officer while Spyros Theodoropoulos remains on the board as a non-executive member.
Commenting on the announcement, Dennis Malamatinas, MIG's CEO, stated, "We believe that this transaction provides Vivartia with the opportunity to significantly deleverage its operations during difficult economic times, while enabling MIG to complete a significant disposal at very attractive valuations despite the current state of the economy and markets. This transaction will enhance our liquidity and reduce our exposure to economic risks, while allowing MIG to retain profit upside in Chipita for the short and medium-term future. This transaction marks the completion of our planned strategic initiatives in relation to our existing portfolio companies and based on our strong capital structure and our enhanced liquidity position we can now focus on pursuing new investment opportunities taking into account the current risks and dangers facing the Greek economy."
Mr. Spyros Theodoropoulos made the following statement: "I would like to thank MIG and personally its Chairman Mr. Andreas Vgenopoulos for the excellent cooperation we have had to date. The agreement we have reached leaves Vivartia, the largest food company in Greece, in a leading position with a robust capital structure, limited liabilities and the solid ability to pursue the investment opportunities that are emerging. I am certain that the paths of MIG and myself will cross again in the near future either through shareholding relationships or otherwise."
Contacts:
Investor Relations: +30 210 350 4000, +44 207 054 9280
About MIG: Marfin Investment Group Holdings S.A. is an international investment holding company based in Greece and throughout Southeastern Europe. The Company believes it is uniquely positioned to take advantage of an expanding array of investment opportunities in this region; opportunities in which traditional private equity funds and investment vehicles lacking MIG's regional focus, scale, expertise, and/or its investment flexibility and financial resources, may find difficult to identify and exploit. MIG is quoted on the Athens stock exchange and has a portfolio of leading companies in mainly defensive sectors across the SEE region, grouped into Food & Dairy, Transportation, Healthcare, Financial Institutions, IT/Telecoms, and Private Equity sectors. Included amongst its portfolio and subsidiary companies is Vivartia, a leading food and food retail business in the region; Attica Group, a leading passenger ferry operator; Olympic Air, Greece's national flag carrier; the Hygeia Group of hospitals, a leading private hospital group in Greece, Cyprus, Turkey, and Albania; Marfin Popular Bank; SingularLogic, the leading IT operator in Greece; and Robne Kuce Beograd, the largest chain of department stores in Serbia. As a truly diversified group, MIG has a global presence - with over 35% of its sales outside Greece, a presence in 40 countries, and more than 22 business segments overall. MIG employs over 56,000 employees and associates. The company has been listed on the Athens Stock Exchange since July 2007, when it raised €5.2bn in the largest rights issue by an investment company in global history at the time.