DANGFLOUR Receives Revised Binding Offer From Crown Flour Mills Limited


Wednesday, August 07, 2019 05:28PM / NSE


Dangote Flour Mills Plc (“DFM” or the “Company’) hereby notifies its shareholders, The Nigerian Stock Exchange and the investing public that the board of directors (“Board”) of DFM has received from Crown Flour Mills Limited (“Crown Flour’) and Olam International Limited (“Olam”), an addendum dated August 1, 2019 (the “Addendum’) to the binding offer dated April 23, 2019 (the “Initial Offer’) made to DFM by Olam, to acquire all the outstanding and issued shares of DFM that are not currently owned by Olam through Crown Flour (the “Transaction’). Olam has indicated that the Transaction will be effected through its subsidiary, Crown Flour. Olam has confirmed its unequivocal and irrevocable financial support to Crown Flour for the satisfaction of the Final Consideration (hereinafter defined) and remains primarily responsible for the discharge of Crown Flour’s obligations under the Transaction.

As reported in the earlier announcement of April 23, 2019, the total consideration of N130,000,000,000 (One Hundred and Thirty Billion Naira Only) offered by Olam for the entire 5,000,000,000 issued shares of the Company, was to be adjusted inter alia: (i) for net working capital and net debt as at 31 March 2019 or any other later date that may be agreed by Olam and the Board of DFM; and (li) to exclude shares held by Olam through its subsidiary, Crown Flour (the “Adjustments’), to arrive at the final price payable to shareholders of DFM (excluding Crown Flour).

By the Addendum, Crown Flour has now submitted a revised offer with a final consideration of 120,000,000,000 (One Hundred and Twenty Billion Naira Only) (the “Final Consideration’) amounting to 824.00 (Twenty-Four Naira) only per ordinary share following the Adjustments.

The shareholders of DFM (excluding Crown Flour) will be paid the Final Consideration in accordance with the terms of the Scheme Document to be considered and approved by the shareholders at a court ordered meeting to be convened for that purpose.

The Board has carefully considered the Addendum and the Initial Offer (“Revised Offer’) and wil, subject to obtaining regulatory approvals, recommend the Revised Offer to the shareholders of the Company at the court-ordered meeting, for their consideration and approval.

Save as stated in this announcement, the terms and conditions of the Initial Offer as earlier notified are still applicable.


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Table: Unaudited Q1 2019 Results


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