Australian foods delivery service Youfoodz Holdings (ASX: YFZ) has announced it will sell all of its share capital to global meal kit provider HelloFresh SE under a scheme of arrangement signed between the two companies today.
Under the terms of the deal, HelloFresh will acquire 100% of Youfoodz shares for a cash consideration of $0.93 each, valuing the fully-diluted equity of Youfoodz at approximately $125.3 million.
The transaction aims to combine Youfoodz’s strength in designing and manufacturing ready-made meals with HelloFresh’s expertise in supply chain management, technology and direct-to-consumer marketing.
Both companies share a desire to provide Australians with high quality, affordable and fresh foods.
An independent expert has been appointed to prepare a report to establish whether the scheme is in the best interests of Youfoodz shareholders.
Vote in favour
Meanwhile, the Youfoodz board has unanimously recommended that investors vote in favour of the buy-out.
“As a world-leading direct-to-consumer food solutions group, HelloFresh represents a strong strategic partner for Youfoodz,” the company said.
“We believe the 100% cash consideration provides [our] shareholders with certainty of value that they might not otherwise achieve by retaining their Youfoodz shares.”
Youfoodz majority shareholder RGT Capital – which holds 77.3 million shares, equating to 57.4% equity – has already confirmed its support of the deal.
Youfoodz specialises in the production and distribution of fresh meals and other convenience food products for Australian residential, retail and corporate markets.
It churns out more than 400,000 ready-made meals, 80,000 snacks and 25,000 drinks per week on average from its three production facilities in Brisbane and has delivered over 60 million ready-made meals since start-up in 2012.
Products are marketed and distributed through an omni-channel sales model to a database of more than 850,000 home delivery customers via a direct-to-consumer offering (B2C).
It also has a business-to-business offering (B2B) to supermarkets, independent grocers, petrol and convenience stores, and customers within corporate and government sectors.
Youfoodz has developed a scalable, proprietary manufacturing technology to optimise production and supply chain management.
Meal kit leader
HelloFresh SE is currently the world’s leading meal kit company with operations in regions including the United Kingdom, North America, Australia, New Zealand and parts of Europe.
The company was founded in Berlin in 2011 and listed on the Frankfurt Stock Exchange in 2017.
In the first quarter of 2021, HelloFresh delivered 239 million meals and reached close to 7.3 million active customers.