Borges Agricultural & Industrial Nuts, S.A. (BAIN), a company dedicated to the processing and marketing of nuts and dried fruits worldwide, is convening the Shareholders General Meeting to submit for approval the proposed resolution to delist all of the shares representing the capital stock of the company and the takeover bid made by Borges International Group S.L.U. (BIG), the current majority shareholder of the company.
The offer submitted for the approval of the Shareholders General Meeting is mainly justified by the reduced percentage of free float, which makes it difficult to achieve adequate levels of shareholder diffusion for the trading of the shares on the Stock Exchange, with a trading volume of practically zero in recent years.
In this regard, BIG is the current majority shareholder of the company, directly owning approximately 89% of its share capital.
In turn, complying with the periodic obligations, whether transparency, regulatory, financial or other, to which BAIN is subject as a listed company entails a certain number of relevant direct and indirect fixed costs, which the Board of Directors believes will be reduced with the delisting of the company’s shares, which will simplify the operation and management of the company, thus saving numerous costs.
The offer will be formulated as a takeover bid in accordance with the provisions of Article 10 Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de valores (RD for takeover bids), with the entire consideration consisting of cash.
In particular, the offer price has been set at 3.48 euros per share, in accordance with the criteria established in articles 10.5 and 10.6 of the RD for takeover bids and after the Valuation Report issued by the independent entity Analistas Financieros Internacionales, S.A. (Afi), appointed for this purpose as independent expert in accordance with the provisions of the aforementioned regulations.
The offer will be addressed to all company sharesholders, except to those who have voted in favor of the delisting of the shares at the Shareholders General Meeting and who, in addition, immobilize their shares until the acceptance period referred to in article 23 of the takeovers regulation.