Flour Mills takes final step to acquire Honeywell Flour through mandatory takeover

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BY BAMIDELE FAMOOFO

Uba Group

The board of directors of leading flour milling company in Africa, Flour Mills of Nigeria Plc has declared its intention to take over the operations of its erstwhile competitor, Honeywell Flour Mills Plc through a mandatory mopping up of its shares in the stock market.

The deal will be achieved through two Special Purpose Vehicles, Ecowise Horizon Investment Limited and Greywise Horizon Solutions Limited.

The SPVs, according to the notification of intent to the Nigerian Exchange Limited by Flour Mills Plc, will acquire shares from the existing shareholders of Honeywell Flour Mills Plc at a fixed price of N4.20 per ordinary share.

Osomomen Olukoya, Company Secretary, Honeywell Flour Mills Plc, who acknowledged receiving notifications from the acquirer on the deal, noted that the takeover bid has since commenced.

Sometime in April 2022, Flour Mills of Nigeria Plc obtained all required regulatory approvals to acquire a 71.69 per cent stake in Honeywell Flour Mills Plc, formerly a portfolio company of Honeywell Group, and a 5.06 per cent stake in HFMP held by First Bank of Nigeria Limited.

In a statement, Flour Mills confirmed the transaction has been consummated by the parties.

It also said the acquisition has been approved by all relevant regulators, such as the Federal Competition and Consumer Protection Commission; Nigerian Exchange Limited; and the Securities and Exchange Commission of Nigeria.

The statement read, “An announcement was made on November 22, 2021, regarding their agreement to the transaction which would bring together two businesses with shared goals to create a more resilient national champion in the Nigerian foods industry.

“This acquisition enables FMN to extend its reach across Nigeria, provide enhanced manufacturing capacity and create synergies to deliver improved products to consumers. At a total enterprise value of N80 billion, Honeywell Group disposed of a 71.69 per cent stake in HFMP to FMN.

“Osomomen Olukoya, Company Secretary, Honeywell Flour Mills Plc, who acknowledged receiving notifications from the acquirer on the deal, noted that the takeover bid has since commenced”

“Given FMN’s parallel negotiation for both stakes, culminating in the agreements being executed, the transaction was concluded at N4.20 being the final equity price per share.”

Group Managing Director, FMN, Boye Olusanya, stated, “We are delighted that approvals have been received and we are all set to begin execution of this landmark transaction that would positively impact Nigeria’s food security architecture and overall competitiveness. We commend and thank all regulatory and approving bodies – FCCPC, SEC and NGX, for supporting this historic vision.

“Our combined brands and businesses will mean an expansive scale of food production for both Nigeria and Africa. Together, Flour Mills of Nigeria and Honeywell Flour Mills will be able to achieve rapid growth while maintaining high-quality products serving the evolving needs of our consumers. The acquisition will further serve as a catalyst for an even stronger stream of innovation that is focused on local content offerings, enabling our customers across the nation to seamlessly benefit from improved access to a wider product range and a robust pan-Nigerian distribution network.”

Over 60-plus years, Flour Mills of Nigeria has grown to become Nigeria’s largest flour milling company.

It was incorporated as a public liability company in 1960 and started operations two years later with an installed flour milling capacity of 500 metric tonnes per day.

It has become a national conglomerate with an installed flour milling capacity of approximately 12,000 metric tonnes per day, offering a range of products, including cereals, pasta, rice, flour, noodles, snacks, and ball foods. It also processes edible oils and refined sugar under the ‘Golden Penny’ brand.

The Honeywell Group is a family-owned investment holding group of Nigerian heritage and has transcended generations.

It is well-established across critical sectors of the economy, including foods, real estate, infrastructure, energy and financial services, employing over 10,000 people in the process.

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It has built a robust wheat processing business alongside a manufacturing system that produces a range of staple foods, including baking flour, semolina, noodles and pasta.

Flour Mills of Nigeria has a wide range of products that are distributed via a wide network woven across the country.

It has the largest single-site flour mill and the biggest greenfield sugar production investment in Nigeria. It also has the largest edible oil and margarine factory and largest sorghum milling in Sub-Saharan Africa, generating revenue of over N770 billion.

Through this acquisition, both companies will form a new, more sustainable food manufacturing giant that can serve Nigeria for even more generations to come.

The acquisition will ensure that more jobs are preserved, and more opportunities open up in the long run. It is also significant because the new singular entity will benefit from more than 85 years of combined history.

Over the years, HFMP has built a production capacity of 835,000 metric tonnes per annum, a long way away from the 70,000 metric tonnes per annum it used to produce in earlier years.

It is also one of the few food and beverage businesses in Nigeria to have generated over N100 billion in revenue.

The new combined entity offers a wider variety of products and also gives employees access to more opportunities to play significant roles in Nigeria’s journey towards food security.