Greencore 'one step closer' to Uniq takeover

The Irish firm told the stock exchange that, subject to the satisfaction of the other conditions, it expects to complete the acquisition at or around the end of September 2011.

As of 1pm today, Greencore added that it had received acceptances in respect of around 105,705,361 Uniq shares, 90.2% of the firm’s issued capital.

The 'unconditional as to acceptances' threshold means that this percentage of Uniq shareholders has agreed to sell to Greencore.

A Greencore spokesman told FoodManufacture.co.uk: "We're very happy. It's an important step, and we're one step closer to a solution." ​

Nonetheless, he said that Greencore shareholders would still have to approve the deal, but added: "We've got letters of intent and irrevocable undertakings from a number of key shareholders. So we're hopeful."​

Queried about company plans for Uniq's Minsterley dairy, which has lost money in recent years, he added: "There's been a lot of speculation. We intend to initiate a process looking at all aspects of the business, including Minsterley."​

In mid-July Greencore ceo Patrick Coveney told this publication: “It is no secret that Minsterley has struggled over the years but a clear plan is in place. The management team is pruning some activities and focusing the portfolio on high-value products​.”

Delighted with offer​

The acceptances have come in quickly – with Greencore’s offer document only posted to Uniq shareholders on July 26.

The speed of this response is due to the fact that these shares were held by Angel Street Limited, which is now in administration.

This firm was created from Uniq’s pension fund in March in anticipation of its debt and share capital restructuring, which saw 90.2% of company shares handed to the pension fund.

Angel Street administrator Grant Thornton said that it began a sale process that registered interest “from a number of parties”​, and appointed corporate finance advisory firm Spayne Lindsay to advise Angel Street on selling its holding.

Spayne Lindsay subsequently advised Angel Street to accept Greencore’s offer after it received detailed proposals from the Irish company.

Asked what was compelling about Greencore’s offer for Uniq, Grant Thornton partner Keith Hinds told FoodManufacture.co.uk: “You will have seen that there were a number of interested parties, and Greencore was the best offer in a number of ways."​

Cancellation of trading​

When the offer is declared unconditional in all respects, Greencore said it intends to exercise its rights under the Companies Act to compulsorily acquire the remaining shares in Uniq.

Greencore will also apply to the Alternative Investment Market (AIM) for the cancellation of trading in Uniq shares with 20 days notice.

The Office of Fair Trading (OFT) announced that is scrutinising the details of Greencore’s bid.

The OFT is inviting comments on the deal until August 11, after which it will decide whether to refer the case to the Competition Commission (CC).

This could potentially delay the deal by up to four months, but an OFT spokeswoman stressed that the initial referral was purely routine.

The transaction will give Greencore a sizeable share of the UK sandwiches and salads market.