Greenyard NV has confirmed that the Deprez family, with support from Solum Partners LP, intends to launch a voluntary and conditional cash takeover bid for all shares in Greenyard not already held by their newly formed holding company, Garden S.à r.l., or affiliated entities.
The proposed offer price is EUR 7.40 per share, adjusted downward on a euro-for-euro basis for any dividends paid by Greenyard after the date of this announcement and before the payment date of the intended offer. The bid would cover 29,740,778 shares, representing approximately 57.73% of Greenyard's total issued shares.
© Greenyard
The stated aim of the takeover is to provide Greenyard with a more stable, long-term capital structure to support its strategic objectives. The offer price reflects a 37.0% premium over the share price at the time of trading suspension on 1 April 2025 and premiums of 44.7%, 45.5%, 39.4%, and 30.6% over the one-month, three-month, six-month, and twelve-month volume-weighted average trading prices, respectively. It also represents a 14.7% premium over the consensus target price of EUR 6.45 per share, according to Reuters.
A group of major shareholders—Alychlo NV, Sujajo Investments SA, Agri Investment Fund BV, Joris Ide, and Marc Ooms (the latter two indirectly through family holding companies)—have agreed to tender their shares, which together account for 15,476,582 shares or 30.04% of the total, unless a higher competing offer is made.
The offer remains subject to conditions, including a 95% acceptance threshold, regulatory approvals, and the absence of material adverse changes. If the threshold is met, Garden intends to initiate a simplified squeeze-out process. This also implies meeting the legal requirement that 90% of the securities subject to the offer have been acquired.
In line with Belgian takeover regulations, Greenyard's board of directors has reviewed the intended offer. The board unanimously supports the bid, subject to the completion of several steps: the review of the offer prospectus by the Financial Services and Markets Authority (FSMA) and a valuation report to be prepared by Degroof Petercam Corporate Finance NV, appointed as independent expert by Greenyard's independent directors.
The board's formal opinion will be published in a response memorandum in accordance with legal requirements. Chairman Koen Hoffman noted that the decision to support the offer is based on the preliminary assessment and the commitment from major shareholders to participate in the offer, pending further regulatory and procedural review.
For more information:
Cedric Pauwels
Greenyard
Tel: + 32 15 32 42 00
Email: cedric.pauwels@greenyard.group
www.greenyard.group