LONDON, UK: Frisbee Bidco Limited has reached an agreement to acquire entire shares of take over Finsbury Food Group plc (other than the Finsbury Shares held by funds managed by DBAY Advisors Limited) at the rate of 110 pence in cash per share valuing the entire issued ordinary share capital of Finsbury at approximately £143.4 million.
Bidco was formed for the purpose of the acquisition and is an entity ultimately owned by funds managed by DBAY Advisors.
DBAY is an asset management company based and regulated on the Isle of Man. It was founded in 2011 and manages a range of funds and co-investment vehicles for endowments, foundations and other institutional investors.
DBAY has offices in Douglas and London. DBAY invests predominantly in listed equities, and can also hold unlisted instruments. DBAY supports management teams and assists them in the process of growing their businesses.
Finsbury Food Group is a leading UK and European manufacturer of cake and bread bakery goods, supplying a broad range of blue-chip customers within both the grocery retail and ‘out of home eating’ foodservice sectors including major multiples and leading foodservice providers.
Finsbury is one of the largest speciality bakery groups in the UK offering a comprehensive product range. Finsbury comprises a core UK Bakery division and an Overseas division that together incorporate manufacturing sites in the UK and Poland, and an 85% equity stake in a French business that supplies and distributes Finsbury’s UK-manufactured products and third-party products in Europe.
Commenting on today’s announcement, Peter Baker, Non-Executive Chairman of Finsbury, said: “Finsbury has a successful track record under the leadership of the current management team of delivering sustainable, profitable organic growth along with strategic, targeted acquisitions. For the next phase of the Finsbury Group’s development the business will need to pursue strategic, transformational M&A to achieve the scale required to be successful in an increasingly competitive and demanding market place.
I am confident that Finsbury will thrive under DBAY’s stewardship in the private market, with access to DBAY’s investment and operational support to pursue the current strategy of scaling Finsbury’s buy-and-build M&A in the future.
The Finsbury Board has carefully reviewed the terms of DBAY’s Cash Offer, and believes it provides shareholders with an accelerated, de-risked opportunity to realise their investment in full and in cash at an attractive premium to both the current share price and the long term weighted average share price.
As such, the Finsbury Board unanimously intends to recommend that Finsbury Shareholders also vote in favour of the Acquisition.”
Commenting on today’s announcement, Alexander Paiusco, Chief Executive of DBAY said: “We are pleased to have reached agreement with the Finsbury Board and that the Acquisition has received a unanimous recommendation. The Cash Offer represents an opportunity for Finsbury Shareholders to realise their investment in cash at a premium to the historical share price of Finsbury and as an alternative to the Cash Offer we have offered Finsbury Shareholders the ability to retain a shareholding in Finsbury going forward through the Alternative Offer.
We have been supportive shareholders of the business for over a year and have been impressed with the management team during our ownership, but we strongly believe Finsbury would benefit from transformational M&A including international expansion and this would be better achieved in private ownership without the barrier of the current listing. We look forward to working with Finsbury’s management and employees to accelerate Finsbury’s strategy and unlock the long-term value in Finsbury for all stakeholders.”