Dangote Flour Mills (DFM) has notified its shareholders, The Nigerian Stock Exchange and the investing public that the board of the company has received a binding offer from Olam International Limited, to acquire all the outstanding and issued shares of DFM that are not currently owned by Olam through its subsidiary, Crown Flour Mills Limited. As at the date of this announcement, Olam, through its subsidiary, holds 5,113,229 shares in the issued share capital of Dangote Flour Mills.
The total consideration offered by Olam and being considered by the board of Dangote Flour Mills for the entire 5,000,000,000 issued shares of the company is 130,000,000,000.00 NGN (One Hundred and Thirty Billion Naira Only). The consideration represents the enterprise value on a debt-free,cash-free basis, payable in cash at the closing of the proposed transaction. This consideration will be adjusted for the net working capital and net debt as of 31 March 2019 or any other later date that may be agreed by Olam and the Board of Dangote Flour Mills to arrive at the final price payable to equity shareholders.
It is intended that the transaction will be executed through a scheme of arrangement, under section 539 of the Companies & Allied Matters Act Chapter C20 Laws of the Federation of Nigeria of 2004 and other applicable laws, rules and regulations.
The Offer is subject to amongst other things, shareholders’ approval, regulatory approvals, the sanction of the Federal High Court, as well as the absence of a material adverse change in Dangote Flour Mills. If the conditions of the transaction are satisfied and the same is sanctioned by the court, the company would be delisted from The Nigerian Stock Exchange.
The Board will review the Offer in the best interest of the shareholders. The Board will keep both the capital markets and the public updated on tangible development in the regard, in line with the applicable regulatory requirements.
Shareholders and potential investors are advised to exercise caution in dealing with DFM’s shares until a further announcement is made.
Dangote Flour Mills Plc (DFM) commenced operations in 1999, as a division of Dangote Industries Limited (DIL) – one of Nigeria’s largest and fastest growing conglomerates.
Following the strategic decision of DIL to unbundle its various operations, Dangote Flour Mills was incorporated in 2006. The restructuring was completed in January 2006 when the Federal High Court sanctioned a Scheme of Arrangement wherein all the assets, liabilities and undertakings of the erstwhile flour division of DIL was transferred to Dangote Flour Mills.