Natra, the Spanish confectionery business, is the subject of a takeover bid from World Confectionery Group, an investment vehicle controlled by Luxembourg-registered investment group Investindustrial Advisors.

A statement on Investindustrial Advisors’ website said it has offered EUR142m (US$161.1m) for the Madrid-headquartered Natra’s shares and convertible bonds. 

Investindustrial Advisors is a pan-European private-equity house that predominantly invests in medium-sized companies active in industry sectors such as industrial manufacturing, consumer, leisure and business services.

Natra specialises in chocolate products for private-label brands and other food companies, as well as in cocoa derivatives.

Its consumer goods division is responsible for the manufacturing of chocolate tablets, countlines, spreads and Belgian chocolates and specialities, which are targeted mainly at Europe, with Germany, France, Belgium, Holland, Spain and the UK as main markets. Natra has six production centres in Spain, Belgium, France and Canada.

In a series of stock-exchange filings, Natra said the bid represented “a discount of approximately 1.1%” to the closing market price of its shares yesterday, the last trading day before the offer was announced and “a premium of approximately 2.8%” to the volume-weighted average price of its shares in the 12-month period leading up to yesterday.

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By GlobalData

The bid has been tabled for just under 60m ordinary shares in Natra and a batch of convertible bonds. Investindustrial Advisors has offered EUR0.90 in cash for each Natra share and EUR900 euros for each convertible bond, which the private-equity firm said it considers an “equitable” price.

Natra said a group of its shareholders and Investindustrial Advisors had “entered into an irrevocable undertakings agreement” that will see the group of investors convert into shares the convertible bonds held by them by no later than 27 January.

The investors have also agreed to accept the offer with the more than 91.2m shares in Natra to be issued through the conversion – which will represent approximately 57.58% of the chocolate maker.

In the event conditions are met, Investindustrial Advisors intends to exercise a “squeeze-out right” at buy out remaining Natra shareholders at the price on the table.

The stock-exchange filings also contained Natra’s latest estimates on its 2018 financial results. Natra is forecasting it would have generated net sales of EUR372.3m in 2018, up 7% on 2017 but down 7.3% on what it had budgeted.

Natra provided a forecast EBITDA of EUR36.6m, up 13.9% on 2017 and up 6.3% on budget. It is also estimating a 2018 net profit of EUR23.8m, against a 2017 net loss of EUR9.9m.

Under plans for the business drawn up last year, Natra is forecasting net sales of EUR476m, EBITDA of EUR50m and a net profit of EUR21m in 2023.