Flour Mills of Nigeria (FMN) Plc announced that its majority investor, Excelsior Shipping Company, has received approval from the Securities and Exchange Commission (SEC) to proceed with the buyout of minority shareholders.
This announcement was made by Umolu Joseph, FMN’s Director of Legal Services and Company Secretary, in a statement released on Tuesday.
Excelsior currently holds 2.59 billion shares, representing a 63% stake in FMN, valued at N142.8 billion as of September 24.
The company has offered N105.2 billion to acquire the 1.50 billion shares, or 37% stake, held by minority investors, with each minority shareholder set to receive N70 per share.
“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 (the Transaction),” FMN said.
The buyout will be executed through a Scheme of Arrangement in compliance with Section 715 of the Companies and Allied Matters Act 2020 (as amended).
FMN clarified, “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.”
While the SEC has provided its “No Objection” to the Scheme, the offer is still contingent upon the approval of FMN shareholders.
The company has secured a court order to convene a meeting on November 5 at the Eko Hotel Convention Centre, where shareholders would deliberate on the buyout proposal.
“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,” FMN added.
Details of the buyout will be included in the Scheme Document, which would be sent to all shareholders.
FMN has also advised the investing public to exercise caution when trading its shares, stating that further information will be provided pending the necessary approvals from shareholders and regulators.
Boluwatife Enome
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