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Saputo Announces Agreement to Acquire UK-based Dairy Crest

22 February 2019

CANADA - Saputo Inc. announced today that it has reached an agreement with Dairy Crest Group plc on the terms of a cash acquisition by which Saputo will acquire the entire issued, and to be issued, ordinary share capital of Dairy Crest for £6.20 per ordinary share.

This values Dairy Crest's existing issued and to be issued ordinary share capital at approximately £975 million (approx. CDN $1.7 billion).

The board of directors of Dairy Crest intends to unanimously recommend to shareholders of Dairy Crest to vote in favour of the Transaction.

The Purchase Price will be financed through funds drawn on a new bank term loan facility entered into in connection with the Transaction.

It is currently intended that the Transaction will be implemented by way of a Court-sanctioned scheme of arrangement under the UK Companies Act 2006.

The Transaction is subject to approval by the shareholders of Dairy Crest, the Court's sanction of the scheme of arrangement as well as other conditions customary for this type of transaction.

Subject to the foregoing, the Transaction is expected to close in the second quarter of calendar year 2019.

Saputo has received irrevocable undertakings to vote, or procure the vote, in favour of the Transaction from all of the directors of Dairy Crest who hold shares in Dairy Crest.

Headquartered in the United Kingdom, Dairy Crest is a large dairy company which manufactures and markets cheese, butters, spreads and oils under leading British brands, such as Cathedral City, Clover, Country Life and Frylight, and value-added dairy ingredients.

Dairy Crest employs approximately 1,100 people in seven locations across the United Kingdom.

For the year ended 31 March 2018, Dairy Crest had revenues of approximately £456.8 million (approx. CDN $786.3 million) and profit after tax for the period of approximately £149.5 million (approx. CDN $257.3 million) (which includes exceptional items representing approximately £98.9 million (approximately CDN $170.2 million)).

For the six months ended 30 September 2018, Dairy Crest had revenues of approximately £224.9 million (approx. CDN $387.1 million) and profit after tax for the period of approximately £14.5 million (approx. CDN $25.0 million), which includes exceptional items representing approximately £4.0 million (approx. CDN $(6.9) million).

The Transaction would enable Saputo to expand its international presence and enter the UK market by acquiring and investing in a well-established and successful industry player with a solid asset base and an experienced management team. Dairy Crest is an attractive platform which fits with Saputo's growth strategy.

Lazard is acting as financial advisor to Saputo, and Freshfields Bruckhaus Deringer LLP and Stikeman Elliott LLP are acting as its legal counsel. National Bank Financial Markets and BMO Capital Markets are acting as co-lead arrangers and joint bookrunners in respect of the Credit Facility.

A formal announcement has been published in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers and can be accessed on SEDAR under the Company's profile at www.sedar.com or on the Company's website at www.saputo.com/en/investors.

This news release should be read in conjunction with, and is subject to, the full text of the Announcement (including its appendices).

The Transaction will be subject to the conditions and certain further terms set out in the Announcement and to the full terms and conditions to be set out in the scheme document.

TheCattleSite News Desk



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