Investment funds affiliated with Rhône Group L.L.C. agreed to acquire 40% stake in Orkla Food Ingredients AS from Orkla ASA (OB:ORK) for NOK 6.2 billion on October 26, 2023. The transaction implies an enterprise value of NOK 15.5 billion. As a part of acquisition, Rhône will have the option, exercisable through March 31, 2027, to acquire an additional 9% of OFI equity at the same price per share as the transaction announced today. OFI will continue to be consolidated in Orkla?s accounts. Orkla Food Ingredients had NOK 18.1 billion in sales for the 12 months ending September 30, 2023 with an adj. EBIT of NOK 1.1 billion. By closing of the transaction, OFI will replace existing financing from Orkla with a NOK 6.4 billion committed bank facility (not to be fully drawn at closing) with no recourse to Orkla ASA, containing net debt to EBITDA and interest cover covenants. Orkla?s dividend and leverage policies remain unchanged following the transaction. Orkla and Rhône will both have representatives on OFI?s board of directors, which will be led by Orkla Executive Vice President Øyvind Torpp. Johan Clarin will continue as Chief Executive Officer and manage OFI on the basis of its business plan.

The transaction is subject to customary conditions to closing, including approvals from relevant authorities and is expected to be completed by the end of April, 2024. The agreement between Rhône and Orkla contains customary provisions governing the partnership. The net proceeds from the transaction will be used for net debt reduction at Orkla ASA and for future investments, including in OFI. The partnership with Rhône aims to build upon and strengthen OFI?s existing businesses, with an ambition to create shareholder value through volume growth, margin improvements, capital efficiency and structural growth. In connection with the transaction, BofA Securities acted as financial adviser to Orkla and Rothschild & Co acted as financial adviser to Rhône. Anders Arnkværn and Lars Martin Sveen of Thommessen acted as legal advisor to Rhône Group. Bruno Stefanik, Zuzana Hodonova, Janos Toth and Tereza Naucova of Wolf Theiss, Jakub Jedrzejak, Wojciech Kulczyk, Agata Mietek, and Piotr Gajek of WKB Lawyers and Advokatfirmaet Wiersholm, acted as legal advisor to Orkla.

Investment funds affiliated with Rhône Group L.L.C. completed the acquisition of 40% stake in Orkla Food Ingredients AS from Orkla ASA (OB:ORK) for NOK 2.5 billion on April 17, 2024. The consideration consisting of ?188.0 million (approx. NOK 2.2 billion) in cash and ?25.5 million (approx. NOK 0.3 billion) in interest-bearing seller credit. Following completion, OFI?s net interest-bearing debt amounts to approx. NOK 6.8 billion, including a subordinated loan from Orkla ASA totalling approx. NOK 1.0 billion.