2024-11-25 08:00:00
- Enterprise value of up to £260 million
- Conclusion of the Strategic Review and termination of the formal sale process
announced in January 2024
- Enables the Company to focus on its Advanced Nutrition and Health business
areas, return capital to shareholders and creates an opportunity to reduce
complexity and streamline the business
Benchmark Holdings plc ("Benchmark", the "Group", or the "Company"), a market
leading aquaculture genetics, specialist nutrition, and health business, is
pleased to announce that it has entered into a binding agreement to sell the
Company's genetics business area (by way of the disposal of Benchmark Genetics
Limited and Benchmark Genetics Norway AS and their respective subsidiaries) (the
"Genetics Business") to Starfish Bidco AS ("Starfish Bidco") (a wholly owned
subsidiary of Novo Holdings A/S ("Novo Holdings")) representing an enterprise
value of up to £260 million, including an initial consideration of £230 million
and additional contingent consideration of up to £30 million (the "Transaction"
or "Disposal").
Transaction highlights
o Enterprise value of up to £260 million, representing a multiple of 17.9x
Adjusted EBITDA
o Initial consideration of £230 million (the "Initial Consideration")
o Additional contingent consideration of up to £30 million (the "Earn-Out
Consideration"), based on the trading performance of the core salmon sub-segment
of the Genetics Business for the period from 1 October 2024 to 30 September 2027
(the "Earn-Out Period")
o The Disposal will enable the Company to focus on its Advanced Nutrition and
Health business areas (the "Continuing Business"), and creates an opportunity to
reduce complexity and streamline the current Group structure to significantly
reduce costs
o Net proceeds from the Disposal will be used to return capital to shareholders
and to reduce the Company's leverage, by repaying the Group's unsecured floating
rate listed green bond and drawn amounts under the Group's revolving credit
facility provided by DNB Bank ASA in full, thereby strengthening the balance
sheet of the Continuing Business
o Completion of the Disposal is expected during the first quarter of 2025
subject to shareholder approval and receipt of customary regulatory clearances
("Completion")
Conclusion of the Strategic Review and termination of the formal sale process
The Disposal concludes the previously announced Strategic Review. The board of
the Company (the "Board") has also decided to terminate the formal sale process
under the City Code on Takeovers and Mergers (the "Takeover Code") and is
therefore no longer in an offer period under the Takeover Code.
Notice of Results
As announced separately today, the Company expects to release its full year
results for the 12-month period ended 30 September 2024 on 12 December 2024.
Trond Williksen, Benchmark CEO, commented: "I am pleased to announce this
agreement to sell our genetics business to Novo Holdings. The Transaction will
unlock significant value and enable us to return capital to shareholders.
"The Disposal will also allow us to focus all our efforts on developing the
significant potential of our continuing business areas, Advanced Nutrition and
Health. In addition, it will enable us to reduce complexity and streamline the
Group structure to significantly reduce costs.
"I would like to thank all our colleagues who have been working tirelessly this
year to deliver a robust performance amidst difficult market conditions. Novo
Holdings will be an excellent new owner of the genetics business and is in an
ideal position to take the business forward."
Aleks Engel, Partner at Novo Holdings, commented: "We are very pleased to
announce plans to acquire the Benchmark genetics business from Benchmark
Holdings. Both animal and plant genetics hold immense potential to transform the
global food industry, enabling more efficient and sustainable ways to feed a
growing population. In particular, advancements in aquaculture genetics, such as
those in the salmon industry, present significant opportunities to improve
productivity, resilience, and environmental outcomes."