Noumi enters takeover deal with major investor Arrovest
Noumi enters takeover deal with major investor Arrovest.
Australian dairy group Noumi has entered a buyout deal with its largest shareholder as it seeks to resolve impending debt obligations.
Arrovest, the investment vehicle tied to the billionaire Perich family, will acquire all of Noumi's shares it does not already own.
The transaction, valued at around A$737m ($517.8m) in total, will transition Noumi into private ownership.
The business, formerly known as Freedom Foods until 2021, had been hit by an accounting scandal, triggering an executive exodus and the disposal of assets. This included the sale of its cereal and snacks division to KKR-owned The Arnott's Group.
In an exchange filing today (21 July), Noumi announced a binding scheme implementation deed (SID), under which shareholders other than Arrovest will receive A$0.1234 in cash for each share.
The offer is pitched at a premium of about 12.2% above the closing share price of A$0.11 on 20 July and 30% above the company's 30-day volume-weighted average price of roughly A$0.0949 per share.
Arrovest has also agreed to acquire all listed options in Noumi under a separate scheme of arrangement for A$0.002 in cash per listed option.
Noumi said the move follows a year-long "strategic review" aimed at addressing the approximately A$610m mandatory cash redemption of the company's debt securities due in May 2027.
Arrovest's proposal was the "only executable proposal" arising from that review, Noumi said.
Current debt obligations, including the note redemption amount, total about A$703m, it added.
Noumi's independent board committee (IBC), made up of Genevieve Gregor, Jane McKellar and Stuart Black, "unanimously" recommended that shareholders and listed optionholders vote in favour of the schemes.
That recommendation remains subject to there being no "superior" proposal and to the independent expert continuing to conclude the deals are in the "best interests" of holders, the filing read.
Arrovest is also set to buy 38.5% of Noumi's notes from institutional noteholders through private secondary transactions at a discount to the redemption value.
After that, it is expected to hold 82% of the outstanding notes, rising to about 83.5% if further offers are accepted.
Noumi expects scheme meetings and implementation of the deal to complete in November.
Alongside the deal notice, Noumi projected its fiscal 2026 adjusted operating EBITDA to be about A$61m to A$63m, up from A$57.4m in the prior year.
"Overall, Noumi is positive about its long-term future and enters FY-27 with a balanced range of opportunities and initiatives positioned to meet macro-economic challenges," the company said.
ASX-listed Noumi produces a range of fresh milks, along with plant-based alternatives, protein powders and dairy ingredients. Its brands include MilkLab, Australia's Own, Vital Strength, PureNFerrin, Crankt, UProtein, So Natural and Vitalife.
