Forward-looking succession plan at Hügli: Bell Food Group acquires majority capital stake from founder's descendants

Dr. A. Stoffel Holding AG, majority shareholder in internationally active Hügli Group based in Steinach, has arrived at a long-term succession solution by selling its capital stake of 50.2% and voting stake of 65.0% to Swiss company Bell Food Group, one of the leading meat processors and manufacturers of convenience products in Europe. Bell Food Group has simultaneously made a public takeover offer for the remaining publicly traded shares of Hügli Holding AG at a price of CHF 915 per share, which relative to the nominal value is the same price as applies to the majority stake bought from Dr. A. Stoffel Holding AG. The price corresponds to a takeover premium of 14.4% over the volume-weighted average price for the last 60 trading days prior to the announcement of the takeover offer. The Board of Directors of Hügli Holding AG unanimously supports this offer and recommends that shareholders accept it. With this union, the descendants of the founding family of Hügli have assured the future of their successful company, while the Bell Food Group has been able to significantly expand its position in the convenience products sector. To ensure continuity, the Bell Food Group intends to propose that its Annual General Meeting on 10 April 2018 elects Dr. Jean Gérard Villot, current Chairman of the Board of Directors of Hügli Group, as an additional member of the Board of Directors of Bell Food Group AG.

Bell Food Group was the company favoured as new owner by the recently deceased Dr. Alexander Stoffel. He was personally involved in the initial talks with Bell Food Group. The internationally active Bell Food Group is the undisputed Swiss market leader in the meat and convenience products segment. In 2016, it generated revenues of CHF 3.4 billion in Switzerland, Germany, Austria, France and other European countries, with a workforce of around 10'000 employees. The transaction is subject to approval from European competition authorities. The product portfolios and most important customer groups of Hügli and Bell Food Group are highly complementary, with practically no overlaps, so no official objections are expected.

The acquisition of Hügli marks a continuation of Bell Food Group's consistent strategy of further growth in the convenience segment, which offers attractive sales and earnings. Hügli's range, which focuses mainly on non-perishable convenience products, provides an ideal complement to Bell Food Group's existing range of fresh convenience products. The sales channels, which are focused on the food service and retail trade, are also largely complementary.

This union with Bell Food Group ensures the continuation of Hügli's successful business model. The Hügli Group will continue to be run as an independent business unit within Bell Food Group. The two companies are united by similar histories, cultures and philosophies of quality, and they both pursue comparable international growth strategies. To ensure continuity, the Bell Food Group intends to propose that its Annual General Meeting on 10 April 2018 elects Dr. Jean Gérard Villot, current Chairman of the Board of Directors of Hügli Group, as an additional member of the Board of Directors of Bell Food Group AG.

"Hügli remains Hügli. In Bell Food Group, our company has found a new owner that shares the principles of business management that have made Hügli an internationally successful and respected producer and provider in the convenience sector," said Dr. Jean Gérard Villot, Chairman of the Board of Directors of Hügli Holding AG in response to the succession plan for ownership of the company. "This union, which has the full support of Hügli's Board of Directors and Group Executive Management, is also very good news for our employees and customers."

The pre-announcement of the takeover bid by Bell Food Group was published today and can be seen on the Bell Food Group website at www.bellfoodgroup.com. A summary of the main provisions of the transaction agreement will be included in the takeover prospectus, which is expected to be published on 26 February 2018. The offer period is scheduled to begin on 13 March 2018 and end on 25 April 2018. The subsequent extension period is planned to run from 3 May 2018 to 17 May 2018. The transaction is expected to close at the end of May 2018. Once the takeover is complete, the plan is to delist the shares of Hügli Holding AG.

For further information: Andreas Seibold, Tel. +41 71 447 22 50, andreas.seibold@huegli.com

Invitation
Media conference to explain the Bell Food Group/Hügli transaction
Today, Monday 15 January 2018, 10.30 a.m.,
at Restaurant Metropol, Fraumünster Strasse 12, 8001 Zurich

Joint media conference with senior management of Bell Food Group (Chairman of the Board of Directors Hansueli Loosli, CEO Lorenz Wyss and CFO Marco Tschanz), and of Hügli (Chairman of the Board of Directors Jean Gérard Villot, CEO Thomas Bodenmann and CFO Andreas Seibold). Media representatives are cordially invited. Registrations to media@bellfoodgroup.com or telephone +41 58 326 30 30.

Invitation
Analysts conference to explain the Bell Food Group/Hügli transaction

Today, Monday 15 January 2018, 1 p.m.,
at Restaurant Metropol, Fraumünster Strasse 12, 8001 Zurich

Analysts conference with senior management of Bell Food Group (CEO Lorenz Wyss and CFO Marco Tschanz), and of Hügli (CEO Thomas Bodenmann and CFO Andreas Seibold). Analysts and investors are cordially invited. Registrations to media@bellfoodgroup.com or telephone +41 58 326 30 30.


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