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2010-09-09 14:30:00 CEST 2010-09-09 14:30:02 CEST REGULATED INFORMATION HKScan Oyj - Company AnnouncementHKSCAN HAS SIGNED AN AGREEMENT TO ACQUIRE THE LEADING DANISH POULTRY COMPANY, ROSE POULTRY A/SHKScan Corporation STOCK EXCHANGE RELEASE 9 September 2010 at 3.30pm HKSCAN HAS SIGNED AN AGREEMENT TO ACQUIRE THE LEADING DANISH POULTRY COMPANY, ROSE POULTRY A/S HKScan Corporation ("HKScan") and the owners of the Danish company, Rose Poultry A/S (“Rose Poultry") − Vinderup Poultry A/S, Skovsgaard Fjerkræslagteri A/S and Hedegaard A/S − have signed an agreement according to which Denmark's largest poultry company will be acquired by HKScan. The aim is to complete the transaction during the course of this autumn, and closing of the agreement will be conditional on approval by relevant competition authorities. Upon closing of the transaction, HKScan's operations in the poultry market will expand to Denmark and Sweden, and the company will become one of the leading players in the poultry market in northern Europe. Rose Poultry's strategic suitability for HKScan is excellent and it will constitute an important step in the development of the company's poultry business. The consumption of poultry meat is continuing to grow globally and in HKScan's market areas. HKScan has a strong foothold in the poultry meat market both in Finland and in the Baltic countries. The company's poultry meat brand in Finland is Kariniemen and in Estonia Tallegg. The purchase price for the shares in Rose Poultry is at maximum EUR 23.9 million subject to certain price adjustment mechanisms. The purchase price will be paid with a cash payment of at maximum EUR 15.9 million and a directed share issue of at maximum 1,000,000 HKScan Series A shares to the sellers. The parties have further agreed that the sellers have a put option pursuant to which during a period commencing 18 months after the closing date and expiring 21 months after the closing date, upon receipt of a sale notice, HKScan will acquire all or part of new HKScan Series A shares at a fixed price of EUR 8.00 per HKScan Series A share. The interest bearing net debt in the balance sheet of Rose Poultry is an estimated EUR 47 million. The final purchase price will be specified in conjunction with the closing of the transaction. The Board of Directors of HKScan has today approved the acquisition and decided to use the share issue authorisation granted to it by the Annual General Meeting held on 23 April 2010 for a directed share issue. The maximum number of Series A shares to be issued represents approximately 2.06 percent of the number of all HKScan Series A shares registered at the time of the decision and approximately 0.64 percent of votes carried by all the company's shares. Rose Poultry produces annually more than 130 million kilos of poultry meat, which is sold under the company's own Rose brand as well as under private labels as fresh, frozen or processed products in the company's main markets in Denmark, Sweden and the UK. Rose Poultry has three production facilities in Denmark and the company employs approximately 1 000 people. Rose Poultry's net sales in the financial year 2008/2009 exceeded EUR 200 million. HKScan Corporation Matti Perkonoja CEO Further information is available from: CEO Matti Perkonoja, HKScan Corporation. Please leave any messages for him to call with Marjukka Hujanen on +358 (0)10 570 6218. Press conference: A press conference on the matter will be held for the media and analysts on Friday, 10 September 2010 at 10 a.m. in the G.W. Sundmans Auditorium, Eteläranta 16, Helsinki. Those wishing to attend are asked to RSVP by e-mail to marja.siltala@hkscan.com. HKScan is one of the leading food companies in northern Europe with home markets in Finland, Sweden, the Baltic countries and Poland. HKScan manufactures, sells and markets pork and beef, poultry products, processed meats and convenience foods under several well-known local brand names. Its customers are retail, the HoReCa sector, industry and export customers. HKScan is active in nine countries and has some 10,000 employees. It had net sales of 2.1 billion euro in 2009. DISTRIBUTION: Nasdaq OMX, Helsinki Main media www.hkscan.com |
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