HKScan Corporation, Stock Exchange Release, Inside information, 29 December 2023, at 2 pm EET
HKScan Corporation has signed an agreement to sell the shares of its Swedish subsidiary HKScan Sweden AB to the Swedish Lantmännen ek för. The purchase price for the shares in HKScan Sweden AB amounts to approximately EUR 60 million in cash as well as the A shares (6,869,750) and K shares (665,000) in HKScan Corporation held by Lantmännen. Lantmännen will also repay an intragroup loan between HKScan Corporation and HKScan Sweden AB to the amount of approximately EUR 50 million. HKScan Corporation will also reduce off-balance sheet factoring financing of approximately EUR 55 million and approximately EUR 13 million of IFRS 16 leasing liabilities. A prepayment of EUR 25 million of the purchase price will be made upon signing of the agreement. The remainder of the purchase price will be paid at the closing of the transaction. The cash consideration will be adjusted at the time of the transaction by the usual adjustments. The total number of A and K shares held by Lantmännen to be transferred to HKScan as purchase price is 7,534,750 shares, with a calculational market value of EUR 5.5 million at the time of signing the agreement.
"The divestment of the Swedish business will strengthen HKScan's balance sheet. In addition, the sale will allow us to better focus on our remaining businesses and implement our long-term strategy. We will continue to operate on our foundations as a strongly Finnish but internationally active listed company. Our market position is significant and we have strong brands. Our strategic goal is to grow into a versatile food company”, says Juha Ruohola, HKScan’s CEO.
The transaction will change HKScan’s structure and financial key figures. In HKScan's 2023 financial statements, the Swedish business will be classified as assets and liabilities held for sale and presented as discontinued operations. The transaction does not include the Polish bacon unit, which has been reported as part of the Business Unit Sweden. The Polish unit’s figures will in the future be reported as part of the Business Unit Finland.
In 2022, HKScan’s net sales for continuing operations (Finland and Denmark) totalled EUR 1 097.5 million, EBIT was EUR -2.5 million and comparable EBIT EUR -2.8 million. In 2023, the Group's net sales for continuing operations are expected to increase to approximately EUR 1,170 million, EBIT for continuing operations to increase to EUR 15 - 18 million and comparable EBIT for continuing operations to increase to EUR 13 - 16 million. In 2023, the Group will measure assets and liabilities held for sale related to the Swedish businesses at fair value less costs to sell. The Group will recognize an impairment of approximately EUR 20 million on the goodwill of the Swedish businesses in Q4/2023. The impact of the transaction on the Group's net gearing in Q4/2023 is minor.
Following the closing of the transaction, the Group expects to recognize a charge of approximately EUR 20 million for translation differences in discontinued operations, previously presented in the Group's consolidated financial statements. The net gearing ratio is expected to decrease by approximately 34 percentage points.
HKScan’s Swedish production units are located in Linköping, Kristianstad, Skara and Halmstad. The company’s consumer brands in Sweden are Scan, Pärsons and Bullens. In 2022, the Swedish business had net sales of EUR 736.2 million (1-9/2023: EUR 530.0 million), comparable EBIT of EUR 15.7 million (1-9/2023: EUR 7.3 million) and approximately 1,800 employees on average. HKScan has operated in Sweden since 2007.
The transaction is expected to be closed in the first half of 2024 and is subject to clearance by the EU Commission and further clearance by the Swedish authorities for foreign direct investment (FDI) control. HKScan’s Board of Directors will convene an Extraordinary General Meeting to confirm and approve the transaction, at which time the Board will submit to the Extraordinary General Meeting the approvals necessary to close the transaction, including the authorization to complete the directed acquisition of the A and K shares in HKScan held by Lantmännen. The Extraordinary General Meeting will be convened to be held during the first quarter of 2024. The invitation to the Extraordinary General Meeting is expected to be published in January 2024.
Lantmännen is an agricultural cooperative and a leading operator in the agricultural, machinery, bioenergy and food industries in Northern Europe. Lantmännen is owned by 18,000 Swedish farmers, with 10,000 employees and operations in more than 20 countries. Lantmännen has net sales of EUR 5.6 billion and is known for its consumer brands Vaasan, Myllyn Paras, AXA, Start!, GoGreen and FINN CRISP.
“This acquisition is strategically important for Lantmännen and for our members, active Swedish farmers. It broadens and strengthens our business portfolio and creates stronger long-term conditions for Swedish agriculture. Together with HKScan’s market-leading brands and knowledge, we see good opportunities for further developing our businesses”, says Magnus Kagevik, Lantmännen’s Group President and CEO.
Juha Ruohola, CEO, HKScan Corporation, tel. +358 400 647 160
Jyrki Paappa, CFO, HKScan Corporation, tel. +358 50 556 6512
HKScan Media Service Desk, tel. +358 10 570 5700 or by email: firstname.lastname@example.org
With 110 years of experience, we at HKScan make life tastier – today and tomorrow. Our strategic target is to grow into a versatile food company. Our home markets are Finland, Sweden and Denmark, where around 5,400 of our professionals make responsible and locally produced food for consumers’ varied food moments. Our well-known brands include HK® Kariniemen®, Via®, Scan®, Pärsons® and Rose®. We are developing a more climate-friendly way of producing food and our target is a carbon-neutral food chain. HKScan is a publicly listed company, and in 2022, our net sales from continuing operations totalled over EUR 1.8 billion. www.hkscan.com