Excelsior Shipping proposes N105.2bn deal to buy minority shares in Flour Mills

Cynthia Ezekwe

Agro-allied heavyweight Flour Mills of Nigeria (FMN) Plc has informed the Nigerian Exchange Limited (NGX) and its shareholders of Excelsior Shipping Company’s offer to acquire the remaining minority shares in the business. 

Excelsior, FMN’s current major shareholder, holds 2.59 billion shares, representing a 63 percent stake in the company with a market value of N142.8 billion as of September 24th. The shipping company has now proposed a N105.2 billion acquisition of the remaining 1.50 billion shares held by minority shareholders, equating to a N70 per share buyout offer for each minority investor.

FMN  disclosed the development in a statement signed by Umolu Joseph, company secretary/ Group director, legal services, noting that it aligns with the company’s vision of  long-term growth and value.

“Flour Mills of Nigeria Plc hereby notifies Nigerian Exchange Limited (NGX) and our esteemed stakeholders that the Company has received an offer from the majority shareholder Excelsior Shipping Company Limited to acquire all shares held by the minority shareholders in Flour Mills . Under the terms of the Scheme, the minority shares (being all the outstanding shares of Flour Mills not already held by Excelsior) will be acquired by Excelsior,” FMN stated.

FMN noted that the transaction will be implemented by way of a Scheme of Arrangement between the company and the company’s shareholders, in accordance with the provisions of Section 715 of the Companies and Allied Matters Act 2020 (as amended), adding that the company  has received the Securities & Exchange Commission’s “No Objection” to the Scheme.

FMN noted that the scheme is also subject to the approval of the shareholders of Flour Mills at the court ordered meeting as well as the sanction of the Federal High court, adding that the terms and conditions of the scheme were stated in the scheme document which will be dispatched to all shareholders.

“The Scheme is also subject to the approval of the shareholders of Flour Mills at the Court-Ordered Meeting as well as the sanction of the Federal High Court. The terms and conditions of the Scheme are as stated in the Scheme Document, which will be dispatched to all shareholders,” the company noted.

According to FMN, an order has been obtained from the Federal High Court to convene a court-ordered meeting on November 5, at the Eko Hotel convention centre, for shareholders to consider the buyout offer.

The agro-allied company urged the investing public to exercise caution when dealing with the company’s shares, noting that further details will be communicated upon receipt of requisite approvals from shareholders and regulators.