Jubilant Foodworks Ltd on Tuesday said it plans to acquire the remaining 45.33 per cent shares of DP Eurasia, the exclusive master franchisee of the Domino’s Pizza brand in Turkey, Azerbaijan, and Georgia, through an open offer priced at 110 pence per share.
In a regulatory filing, Jubilant Foodworks Ltd (JFL) stated that the open offer’s consideration could amount to 85.1 million Euros (approximately INR 769.54 crore). Currently, Jubilant Foodworks Netherlands BV (JFN), a wholly-owned subsidiary of Jubilant Foodworks Ltd, holds a 54.67% stake in DP Eurasia.
It has reached an agreement with independent directors of DP Eurasia on the terms and final cash offer for the entire issued and outstanding share capital of DP Eurasia not already owned by its subsidiary at a price of 110 pence per share.
“JFN proposes to acquire the ordinary shares of DP Eurasia at a price of 110 pence (equivalent to EUR 1.28) per ordinary share which represents a premium of approximately 15.2 per cent to the closing share price of 95.5 pence per DP Eurasia Share as on January 15, 2024,” it said.
The aggregate purchase consideration for the remaining 45.33 per cent stake shall be up to 85.1 million Euro (around INR 769.54 crore), JFL added. “The open offer will now also be the recommended offer by Independent Directors of DP Eurasia and final offer from JFN for the shareholders,” regulatory updates from Jubilant Foodworks Ltd (JFL) said.
JFN has received irrevocable undertakings to accept the increased offer by shareholders of DP Eurasia representing approximately 30.3 per cent of shareholding, it added. After closing of the offer on January 31, 2024, JFN after having “expectedly acquired” more than or equal to 85 per cent shareholding in DP Eurasia, said it would be able be “fulfil one of the key objectives of open offer to effect the delisting of DP Eurasia from London Stock Exchange.”
“The Independent Directors of DP Eurasia agree with JFN that the success of the DP Eurasia business may be better served through private ownership and therefore support JFN’s intention to delist DP Eurasia,” said JFL.
To finance the acquisition, JFN plans to utilize a blend of the current term-loan facility obtained from HSBC, supported by a corporate guarantee issued by JFL. Additionally, JFN intends to secure a fresh long-term facility from HSBC, once again reinforced by a corporate guarantee that will be provided by JFL in favor of HSBC, as outlined in the filing.
“The company has been and will be able to leverage its experience as India’s largest foodservice company to assist DP Eurasia with its growth plans so that it can achieve its potential,” said JFL.
On November 28, JFL announced its intention to acquire an additional 51.16 percent interest in DP Eurasia NV, with a potential value of up to EUR 73.36 million (approximately INR 670 crore). At that juncture, JFL already possessed 48.84 percent of the ordinary shares of DP Eurasia. The latter, along with its subsidiaries, provides pizza delivery and takeaway/eat-in services through its 694 stores (comprising 678 in Turkey, 10 in Azerbaijan, and 6 in Georgia as of October 31, 2023).
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JFL, part of Jubilant Bhartia Group, is India’s largest QSR (quick service operator). It has the exclusive master franchise rights from Domino’s Pizza for India, Sri Lanka, Bangladesh and Nepal. Besides, it also has rights for Dunkin’ restaurants in India and Popeyes restaurants in India, Bangladesh, Nepal and Bhutan. JFL also has its owned-restaurant brand Hong’s Kitchen.