Premier Foods: about possible offer by McCormick

London / UK. (pf) The Board of British Premier Foods PLC notes the revised possible offer for the entire issued, and to be issued, ordinary share capital of the Company at an indicative price of 65 Pence in cash per Premier share (the «Revised Proposal») from McCormick + Company Inc. («McCormick»). The Board believes that the Revised Proposal continues to undervalue Premier and its prospects, for the reasons set out in Premier’s press release on 23rd March 2016. The Board is, however, prepared for meetings to take place in order to discuss value drivers, a review of material pensions documentation, current trading and material contracts, and so to establish whether McCormick will increase its offer price to a recommendable level. It will also be important for McCormick to demonstrate to the Board that any revised proposal is deliverable. The Board has informed McCormick that it will be expected to provide an improved proposal following these meetings. Generating shareholder value remains the Board’s key focus. There can be no certainty that any offer will be made nor the terms on which any such offer might be made. This announcement is being made by Premier without the prior agreement or approval of McCormick.

McCormick + Company on its Possible Offer for Premier Foods PLC

Sparks / MD. (03.31. / mcc) McCormick + Company Inc., a global leader in flavour, notes the recent announcements by Premier Foods PLC. McCormick announces that it is making a further revised proposal to the Board of Premier Foods of 65 Pence in cash per Premier Foods share (the «Revised Offer») on the basis of prompt and full engagement from Premier Foods. The Revised Offer is subject to the same limited confirmatory due diligence set out in McCormick’s announcement of March 24, 2016, which comprises only: a review of material pensions documentation, and current trading and material contracts. McCormick believes that its offer is highly deliverable due to its limited pre-conditions.

McCormick calls on the Board of Premier Foods to now engage fully with McCormick to agree to a recommended offer, which will offer all shareholders the opportunity of a cash exit at a full valuation of the Company. McCormick’s revised proposal of 65 Pence per Premier Foods share values Premier Foods at an Enterprise Value of +/- 1.5 billion GBP and represents a 106 percent premium to the pre-announcement Premier Foods share price of 31.5 Pence and an implied exit multiple of 10.6 times pro forma 2015 Ebitda.

McCormick believes that this Revised Offer should be well received by Premier Foods’ shareholders, employees, pensioners, creditors, and other stakeholders. McCormick continues to believe that, with its 127 year heritage, it would be an outstanding custodian for the Premier Foods brands, and, with the strength of its balance sheet, can provide benefits for Premier Foods, its pensioners, creditors and other stakeholders, which Premier Foods’ current capital structure cannot deliver with or without the proposed co-operation with Nissin Foods.